Acquisition (2193T)
December 02 2011 - 2:00AM
UK Regulatory
TIDMCSS
RNS Number : 2193T
CSS Stellar PLC
02 December 2011
For Immediate Release 2 December 2011
CSS Stellar plc
("the Company")
Acquisition of interest in Gold Mines of Wales Limited
Implementation of Investing Policy
Total Voting Rights
CSS Stellar Plc (AIM: CSS) is pleased to announce that, in
accordance with the implementation of its Investing Policy, it has
completed an agreement to acquire 49% of the issued share capital
of Gold Mines of Wales Limited ("GMOW") ("the Acquisition
Agreement") which, through a wholly-owned subsidiary, holds a
licence to explore and extract gold and silver over about 120
square kilometres covering the Dolgellau gold belt in the County of
Gwynedd in Wales.
GMOW holds agreements with The Crown Estates Commissioners,
acting in exercise of the powers on the Crown Estate Act 1961 on
behalf of her Majesty the Queen, covering the two largest mines in
the region, the Clogau St David's and Gwynfynydd mines.
The consideration for the acquisition is GBP100,000 payable in
cash and 17,432,182 new ordinary shares in the Company ("the
Consideration Shares"), representing 24.9% of the enlarged issued
share capital of the Company. Based on the midmarket price of the
Company's ordinary shares at the close of business on 30 November
2011, the total value of the consideration is GBP636,040.
Victorian Gold Limited ("the Vendor") has undertaken in the
Acquisition Agreement to invest the cash proceeds of GBP100,000 in
the further development of GMOW's licences. It has also undertaken
to the Company and to Northland Capital Partners Limited not to
dispose of the Consideration Shares for a period of 12 months
following Admission, save in certain specified circumstances,
including by way of acceptance of an offer for all of the Company's
issued ordinary shares.
GMOW recorded a loss of GBP41,000 in respect of the year ended 5
April 2011.
Application will be made for the Consideration Shares, which
will rank pari passu with the existing ordinary shares, to be
admitted to AIM. Dealings in the Consideration Shares are expected
to commence on or around 8 December 2011 ("Admission").
Following Admission, there will be 70,008,763 ordinary shares in
issue. The Company holds 232 ordinary shares as treasury shares.
Therefore, the total number of voting rights in the Company is
70,008,531. This number may be used by shareholders in the Company
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company.
Following the issue and allotment of the Consideration Shares
and Admission, the interests of the Directors and those
shareholders who are interested, where known, in 3% or more of the
issued share capital of the Company will be as follows:
Directors %
----------------------------- -----
Julian Jakobi 7.6
John Webber 7.7
David Lenigas 2.4
Donald Strang 2.4
----------------------------- -----
Others %
----------------------------- -----
Victorian Gold Limited 24.9
Nick Gold 7.6
Amberdays Limited 6.3
Green Hair Services Limited 4.0
----------------------------- -----
David Lenigas, CSS Stellar Director, commented;
"This acquisition will focus attention on the unique aspects of
this gold-belt, Traditionally, gold from the Clogau St David and
Gwynfynydd mines has been used in the production of Welsh Gold
Jewellery products."
"Recent geological studies have led to a better understanding of
the controls to gold mineralisation throughout the gold-belt. GMOW
intends to make use of this new data and undertake a rigorous
geological mapping and sampling programme extending to underground
access, diamond drilling, project feasibility and, ultimately
mining. Drilling is estimated to start in the first quarter of
2012."
For further information, contact:
CSS Stellar plc
----------------------------------- --------------------
Julian Jakobi Tel: 020 7535 7225
David Lenigas Tel: 020 7440 0640
----------------------------------- --------------------
Northland Capital Partners Limited
(Nominated Adviser and Broker)
----------------------------------- --------------------
Luke Cairns / Edward Hutton Tel: 020 7796 8800
----------------------------------- --------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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