TIDMRLH
RNS Number : 7629O
Red Leopard Holdings PLC
24 September 2013
Red Leopard Holdings Plc
("Red Leopard", the "Group" or the "Company")
Acquisition, Placing of New Ordinary Shares and Result of
General Meeting
Further to the announcement of 6 September 2013, Red Leopard
confirms that at a general meeting of the Company (the "GM"), held
earlier today, all resolutions proposed (the "Resolutions") were
duly passed. The Resolutions included, amongst other things, the
proposed acquisition of Red Leopard Mining Inc ("RLM") for
GBP600,000 (the "Acquisition") and a placing of new ordinary shares
to raise GBP350,000 (the "Placing").
Acquisition
RLM was established in 2013 as a special purpose vehicle into
which 205 unencumbered claims (the "Claims") were transferred by
Polaris Resources Inc, a wholly owned subsidiary of Quest Minerals
Corporation ("Quest"). Consideration for the Acquisition, which
constitutes a reverse takeover under Rule 14 of the AIM Rules for
Companies, has been satisfied by the issue to Quest of 33,333,333
new ordinary shares at a price of 1.8p per share ("Consideration
Shares").
The Claims are located in the vicinity of Shoshone County,
Idaho, USA, commonly referred to as "Silver Valley". This area is
well known as the premier silver district in North America, with
total production to date of around 1.2 billion ounces of silver and
substantial lead, zinc, copper and gold. Most of the Claims, which
cover a total land area of approximately 1,435 hectares (the
equivalent to 3,546 acres), lie within the Panhandle National
Forest and upon Bureau of Land Management land.
Further details on the Claims and the terms of the Acquisition
can be found in an admission document, published by the Company in
connection with the transaction (the "Admission Document") and
available to download from the Company's website
www.redleopardholdings.com.
Placing and Issue of Equity
The Company has placed 70,000,000 new ordinary shares at 0.5p
per share ("Issue Price") to raise GBP350,000. The proceeds will be
used to commence the exploration of the Claims, including to reopen
and repair the Idora Tunnel, located in Shoshone County, and to
provide working capital to the Group.
As the Issue Price is below the Company's shares current nominal
value of 1p, each ordinary share in issue at the record date, being
6.00 p.m. today, 24 September 2013, will be subdivided into ten new
ordinary share of GBP0.001 (0.1 pence) in the capital of the
Company (the "Subdivision"). Following this Subdivision, 9 of the
resultant new ordinary shares from each ordinary share will be
reclassified as deferred shares, ranking pari passu with the
existing deferred shares.
In addition to the shares to be issued pursuant to the Placing,
the Company has issued a further 29,133,200 new ordinary shares in
lieu of certain fees and expenses as detailed previously and as
described in the Admission Document.
Following admission of the new ordinary shares to be issued in
respect of the Acquisition, the Placing and the matters described
above, the Company will have 224,954,062 ordinary shares of 0.1p in
issue. Application has been made for the new ordinary shares to be
admitted to trading on AIM and dealings in the enlarged issued
share capital are expected to commence at 8.00 a.m. tomorrow, 25
September 2013 ("Admission"). This figure of 224,954,062 ordinary
shares 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 under the FCA's
Disclosure and Transparency Rules.
Director Appointments and Shareholdings
Following approval at the GM, the Company confirms that Stuart
James Adam (49) and Howard Mattes Crosby (60) have been appointed
to the board as Finance Director and Non-Executive Director
respectively.
Stuart has 25 years of experience as a professionally qualified
accountant across a wide range of financial accounting, reporting,
control and management functions in both public and private
sectors, including several AIM listed companies. He has provided
financial consultancy services to the Company for the last two
years. He is currently a partner in City & Westminster Finance
LLP which is authorised and regulated by the Financial Conduct
Authority, an independent corporate finance and business advisory
firm and corporate adviser on ICAP Securities & Derivatives
Exchange Limited. He is also a Chartered Member of the Chartered
Institute for Securities & Investment.
Howard Crosby graduated from the University of Idaho in 1975. He
has a vast amount of experience in the natural resources sector.
Since 1989, he has been President and Chairman of Crosby
Enterprises, Inc, a consulting firm specialising in the mining
industry. He is currently Senior Vice President and Director of
White Mountain Titanium Corporation, President and Director of
Shoshone Silver/Gold Mines, and an officer and director of
Independence Resources Plc. He was a founder and director of US
Silver &Gold Inc, High Plains Uranium Inc., Western Goldfields
Group Limited, Tomco Energy Plc (AIM listed) and Cadence Resources
Corporation, among others.
Information required to be disclosed pursuant to Schedule 2
paragraph (g) of the AIM Rules can be found in the announcement by
the Company made on 6 September 2013.
Following Admission, the directors of Red Leopard will have the
following shareholdings in the enlarged share capital of the
Company;
Percentage holding
Number of new of enlarged share
ordinary shares capital of the
held Company
John May* 26,794,016 11.91
S2 Solutions
Limited** 17,699,933 7.87
Stuart Adam 7,600,000 3.38
Howard Crosby*** Nil Nil
47,927,550 23.16
================= ===================
*John May holds a majority of his ordinary shares through his
Self-Invested Personal Pension (SIPP)
** S2 Solutions Limited is owned 70% by Simon Michaels
*** Although Howard Crosby does not have a direct interest in
the capital of the Company, he is a 50 per cent. shareholder of
Quest and therefore will have an indirect holding in the Company by
way of the Consideration Shares.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of
Beaufort Securities Limited as joint broker with immediate
effect.
Enquiries:
Red Leopard Holdings PLC
John May, Chairman Tel: +44 (0) 207
766 0080
Northland Capital Partners
Limited
Luke Cairns / Lauren Kettle Tel: +44 (0) 207
796 8800
Beaufort Securities Limited
Guy Wheatley Tel: +44 (0) 207
382 8300
This information is provided by RNS
The company news service from the London Stock Exchange
END
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