TIDMSTGR

RNS Number : 4805D

Stratmin Global Resources PLC

07 July 2016

7 July 2016

StratMin Global Resources Plc

("StratMin" or the "Company")

Proposed disposal of the Graphmada Mauritius Shares

and

Notice of General Meeting

The Company announces today that, further to the announcements made by the Company on 1 April 2016 and 26 May 2016, it has entered into a conditional sale and purchase agreement to sell shares in the capital of Graphmada Mauritius of which the Company is the beneficial holder, representing 93.75% of the issued shares of Graphmada Mauritius to Bass Metals Limited ("Bass"). The consideration for the Disposal is for up to A$15.25 million. The consideration is payable through a combination of cash, shares in Bass and a net smelter royalty.

The Disposal constitutes a fundamental change of business of the Company pursuant to Rule 15 of the AIM Rules. Accordingly, Completion is conditional, inter alia, on the approval of Independent Shareholders at a general meeting of the Company (the "General Meeting"). The Company is today therefore also posting a circular to Shareholders, convening the General Meeting (the "Circular").

The General Meeting will be held at the offices of Strand Hanson Limited, 26 Mount Row, London W1K 3SQ, at 10.30 a.m. on 29 July 2016, immediately following the Company's annual general meeting at the same venue at 10.00 a.m.

Please refer to the end of this announcement for the list of defined terms and an expected timetable of events.

Enquiries

For further information please visit www.stratminglobal.com or contact:

 
 StratMin Global Resources Plc 
  Brett Boynton, Interim Chairman        +44 (0) 20 
  & CEO                                   3691 6160 
 Strand Hanson (Nominated & Financial 
  Adviser) 
  Rory Murphy / James Spinney /          +44 (0) 20 
  Ritchie Balmer                          7409 3494 
 Beaufort Securities (Broker)            +44 (0) 20 
  Jon Belliss                             7382 8300 
 Optiva Securities (Broker)              +44 (0) 20 
  Christian Dennis                        3137 1903 
 
   1.         Introduction 

As noted above, the Company today has entered into a conditional sale and purchase agreement to sell the Graphmada Mauritius Shares to Bass. The consideration for the Disposal is for up to A$15.25 million. The consideration is payable through a combination of cash, shares in Bass and a net smelter royalty, further details on which are set out in paragraph 5 below.

The Disposal constitutes a fundamental change of business of the Company pursuant to Rule 15 of the AIM Rules. Accordingly, Completion is conditional, inter alia, on the approval of Independent Shareholders at the General Meeting, notice of which is set out on page 13 of the Circular issued to Shareholders today.

Assuming Independent Shareholder approval is granted, immediately following Completion and the receipt of the Net Cash Proceeds (which is expected to occur on 19 August 2016), the assets of the Company will comprise its cash balances of approximately GBP825,000, 75,000,000 Bass Shares (which are expected to be received by 26 August 2016), the Net Smelter Royalty, its residual rights under the Sale Agreement and the Tirupati Option (see paragraph 3 below).

Subject to satisfaction of the performance hurdles detailed in paragraph 5 below, the number of Bass Shares issued to the Company may increase.

Following settlement of all outstanding liabilities of approximately GBP525,000, the Company will have a remaining cash balance of approximately GBP300,000. In addition, the Bass Shares received by the Company may be held as an investment or liquidated in part to provide funding for corporate expenses, the development of the Vatomaina joint venture with Tirupati Resources, or investment in other projects.

Following the Disposal, the Company will be classified pursuant to Rule 15 of the AIM Rules as an AIM Rule 15 cash shell. The Company will be required to make an acquisition or acquisitions which constitute a reverse takeover transaction under the AIM Rules within six months of becoming an AIM Rule 15 cash shell (which will be deemed to be the date of Completion) or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), failing which, the Ordinary Shares would then be suspended from trading on AIM. After six months of suspension, the Ordinary Shares would then be cancelled from trading on AIM.

   2.         Graphmada Mauritius 

Graphmada Mauritius' sole asset consists of shares representing 99 per cent. of the issued share capital of Graphmada SARL. The remaining 1 per cent. of the issued share capital is held by the Resident Gérant (Administrator) of Graphmada SARL, Mr Mamison Randrianantenaina. Graphmada SARL is the owner of the Loharano, Mahefedok and Antsirabe licenses and on-site plant and equipment that is used in the mining, processing and production of flake graphite at Graphmada Mauritius' operations.

For the avoidance of doubt, Graphmada Mauritius does not own or have any right to Graphite Permit No. 38321, which contains the Vatomaina large flake graphite project in Madagascar (see paragraph 3 below).

   3.         Tirupati Resources, the Tirupati Option and the Vatomaina project 

The Tirupati Option is the right granted to the Company (pursuant to an agreement dated 2 February 2015 and made between Consolidated Chrome Pte Ltd and Tirupati Resources and an agreement dated 16 June 2015 and made between the Company, Tirupati, Tirupati Resources and Consolidated Chrome Pte Ltd whereby Consolidated Chrome Pte Ltd transferred all of its rights and obligations under the agreement of 2 February 2015 to the Company, with the consent of Tirupati) to make an investment of US$1,500,000 in exchange for 45 per cent. of the issued share capital of Tirupati Resources, which, through its wholly-owned subsidiary, Tirupati Madagascar Ventures SARL holds Graphite Permit No. 38321 for the Vatomaina large flake graphite project in Madagascar, such investment to fund the further development of the Vatomaina project.

The Vatomaina project is earmarked for development of a 12,000 tpa flake graphite concentrate production facility. As previously disclosed, development funding of approximately US$5,000,000 is required to bring the project into production.

Whilst no detailed discussions have yet occurred, the Company and Tirupati estimate that, should they decide to proceed with developing the project, development funding would be provided through a combination of debt, in the form of third-party project finance, and equity, in the form of subscription for shares by the Company and Tirupati.

   4.         Background and reasons for the Disposal 

The Board believes that, as compared to the Australian market, the understanding of graphite companies in the UK markets, and particularly on AIM, is more limited. This is evidenced quite clearly in the Company being the only currently quoted company on AIM with graphite operations. As a result of this more limited understanding, and generally poor market conditions, the Company's ability to generate value for Shareholders through share price appreciation has been curtailed and the ability to raise further funds is not guaranteed.

The Board therefore took the decision in the summer of 2015 to investigate other ways to generate shareholder value. This led to discussions with the Chairman of Bass who had previously been introduced to the Company's Chief Executive Officer, Brett Boynton. The Chairman of Bass has interests in other energy storage related feedstock businesses and had expressed an interest in Bass investing in graphite. This evolved into discussions for a collaboration, which first took the form of the Company entering into an investment agreement with Bass (as first announced on 2 September 2015), which subsequently further evolved into an agreement to divest the Graphmada Mauritius Shares (as first announced on 1 April 2016), and now the Sale Agreement.

Since the announcement on 2 September 2015, the Company has received interest from a number of other parties regarding investment into, or an acquisition of, the Company's graphite operations but the Independent Board believes that the terms offered by Bass represent the best opportunity for Independent Shareholders to realise value.

The Sale Agreement has been structured in such a way so that it includes an upfront cash payment, an equity-based consideration comprising the Bass Shares and a royalty component. This structure is designed to provide Shareholders with an ongoing investment exposure to the graphite assets of Graphmada Mauritius (through the Net Smelter Royalty) and to take advantage of the higher valuations being given to graphite projects in the Australian market (through the issue to the Company of the Bass Shares). Overall, this structure enables the Company to pursue other corporate opportunities whilst retaining an interest in the funded initial expansion of Graphmada Mauritius's core graphite concentrate operations.

In addition to investigating the development of the Vatomaina project, the Board has been pursuing a number of corporate opportunities in the mining sector and is confident that it will be able to complete a reverse takeover transaction within the six months following Completion and maintain the admission of the Ordinary Shares to trading on the AIM Market.

Any reverse takeover transaction will require the publication of an AIM-compliant admission document and will be subject to Shareholder approval at a further general meeting of the Company to be convened at the appropriate time.

   5.         Summary of the Sale Agreement 

The Sale Agreement, inter alia, provides that, subject to the passing of the Resolution, the Company has agreed to sell and Bass has agreed to purchase the Graphmada Mauritius Shares on the terms of the Sale Agreement. The consideration to be paid by Bass to the Company for the Disposal is up to A$15.25 million and is payable in cash, Bass Shares and though the Net Smelter Royalty, as follows:

1. A cash payment of A$1,500,000 (approximately GBP840,000) on Completion (which post certain adjustments, equates to Net Cash Proceeds of GBP725,000);

2. An equity payment of 75,000,000 Bass Shares on Completion (subject to Bass shareholder approval being given for the issue of such shares at a general meeting of Bass to be held on 18 August 2016) and, subject to the satisfaction of certain conditions and Bass shareholder approval being granted at the time, further Bass Shares with a value equal to up to A$8,000,000 in two tranches as follows:

a. Bass Shares with a value equal to A$3,000,000 at a price determined by the 20 traded-day VWAP prior to issue upon achieving a total production output of 1,250 tonnes of graphite concentrate in any three consecutive months (the "Tranche 2 Shares"); and

b. Bass Shares with a value equal to A$5,000,000 at a price determined by the 20 traded-day VWAP prior to issue upon achieving a total production output of 2,500 tonnes of graphite concentrate in any three consecutive months (the "Tranche 3 Shares").

3. A net smelter royalty of 2.5 per cent. of revenues from Gross Concentrate Sales, capped at A$5,000,000, beginning six months after Completion and terminating on 1 January 2029.

Other key provisions of the Sale Agreement provide as follows:

1. At Completion the Graphmada Group will have sufficient net working capital to meet budgeted operating expenses for the thirty-day period commencing on the date of Completion; with net working capital being defined as the lower of the average trading loss for the three months from 1 April 2016 - 30 June 2016 or GBP10,000. In the event there is not sufficient net working capital Bass would be entitled to bring a claim against the Company for breach of warranty.

2. Warranties and indemnities have been given by the Company which will expire twelve months from the date of the Sale Agreement.

3. If Bass requests the Company to do so, at any time following completion of the issue of the Tranche 2 Shares, the Company must ensure that any Bass Shares issued to it under the Sale Agreement and still held by the Company are distributed to Shareholders, but this will be subject to the approval of Shareholders and compliance with all regulatory approvals and applicable laws.

4. Completion is conditional upon the following conditions precedent being satisfied or waived on or before the day that is sixty days from 6 July 2016 or such other date as Bass and the Company agree:

a. Bass obtaining all shareholder and regulatory or other approvals required for the transactions contemplated by the Sale Agreement, including the approval by Bass shareholders for the issue of the Bass Shares forming part of the consideration.

b. the Company obtaining all shareholder and regulatory or other approvals required for the transactions contemplated by the Sale Agreement, including the approval by Independent Shareholders for disposal of the Graphmada Mauritius Shares.

c. All other approvals, consents, clearances, releases and/or waivers necessary or desirable for the transactions contemplated by the Sale Agreement, being obtained by the Company and valid and effective at Completion.

d. All other approvals, consents, clearances, releases and/or waivers necessary or desirable for the transactions contemplated by the Sale Agreement, being obtained by Bass and valid and effective at Completion.

e. No event occurring between 6 July 2016 and the date when all of the conditions precedent have been satisfied or waived in accordance with their terms which is materially adverse to Graphmada Mauritius or its businesses and assets.

f. There being no material breach of the warranties given by the Company under the Sale Agreement before the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

g. Bass being satisfied, at its absolute discretion, with due diligence undertaken on Graphmada Mauritius before the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

h. The Company advising Bass of the amount (if any) to be paid by the Company to ensure that at Completion the warranty by the Company that the Graphmada Group's liabilities and commitments are recorded or disclosed in the Graphmada Accounts, and that, to Company's knowledge, Bass has no other liabilities or commitments is true and accurate as at Completion before the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

i. All employee payroll liability for Graphmada Mauritius being paid up and current at the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

j. Bass not suffering an Insolvency Event before the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

j. Graphmada Mauritius and the Company not suffering an Insolvency Event before the date when all of the conditions precedent have been satisfied or waived in accordance with their terms.

Bass may waive in writing the conditions precedent listed at (a), (d), (e), (f), (g), (h), (i) and (k) above.

The Company may waive in writing the conditions precedent listed at (c) and (j) above.

If the conditions precedent are not satisfied or waived on or before the day that is sixty days from 6 July 2016 or such other date as Bass and the Company agree, then any party not in material breach of the Sale Agreement may terminate the Sale Agreement by two Business Days' written notice given to the other party, in which case the Sale Agreement will terminate at the end of that two-Business Day period.

Completion is conditional on, inter alia, Independent Shareholder approval.

The Company has provided customary warranties as to its title the Graphmada Mauritius Shares, as well as warranties as to compliance with the requirements for public disclosure and in respect of information provided to Bass, the status of the Graphmada Group, the Graphmada Mauritius Shares, the Graphmada Accounts, financial information, taxation, licences, environmental matters, material contracts and litigation in respect of Graphmada Mauritius and legal compliance, including ethical practices.

   6.         The Company's operations following the Disposal 

Following Completion, the assets of the Company will comprise its cash balance of approximately GBP300,000 (following settlement of all outstanding liabilities), 75,000,000 Bass Shares, the Net Smelter Royalty, its residual rights under the Sale Agreement and the Tirupati Option.

Subject to satisfaction of the performance hurdles detailed in paragraph 5 above, the number of Bass Shares issued to the Company may increase.

On Completion, the Board anticipates that the Company will use its available cash resources to further explore corporate opportunities, including the possible development of the Vatomaina project joint venture, with the aim of identifying a reverse takeover transaction opportunity in the mining sector within the next six months, and to provide working capital for the day-to-day business of the Company.

   7.         General Meeting 

Purpose of the General Meeting

The General Meeting is being convened for the purpose of approving the Disposal.

Shareholders will find on page 13 of the Circular a notice convening the General Meeting to be held at 10:30 a.m. at the offices of Strand Hanson Limited, 26 Mount Row, London W1K 3SQ, on 29 July 2016 at which the Resolution will be put to Independent Shareholders.

The Independent Directors are asking Independent Shareholders to approve the Resolution, further details on which are set out in the Circular.

   8.            Irrevocable Undertakings 

Since the announcement of 26 May 2016, the Company has canvassed its major shareholders who have expressed their support for the Disposal. The Company intends to seek irrevocable- undertakings from these shareholders over the coming weeks in advance of the General Meeting to vote in favour of the Resolution. Further announcements will be made and as when appropriate in this regard.

   9.            Recommendation 

For the reasons set out above, the Independent Board is of the view that the approval of the Disposal by the Independent Shareholders is in the best interests of Shareholders as a whole.

The Independent Board unanimously consider the Resolution to be in the best interest of the Company and the Shareholders as a whole. The Independent Board recommends that Independent Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their aggregate beneficial holdings amounting to 1,972,387 Ordinary Shares, representing 1.2 per cent. of the Ordinary Shares.

In the event that the Resolution is not passed the Company will need to raise additional funds to meet current liabilities and its current 93.75 per cent. share of the costs necessary to further develop Graphmada Mauritius' operations. There is no guarantee that the Board will be able to raise these necessary funds on terms acceptable to Shareholders, or at all.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "A$"                          the legal currency of 
                                the Commonwealth of Australia 
 "AIM"                         the AIM Market operated 
                                by the London Stock Exchange 
 "AIM Rules"                   together the AIM Rules 
                                for Companies, the AIM 
                                Rules for Nominated Advisers 
                                and the AIM Disciplinary 
                                Procedures and Appeals 
                                Handbook as published 
                                by the London Stock Exchange 
                                from time to time 
 "ASX"                         ASX Limited or the Australian 
                                Securities Exchange, 
                                as the context requires 
 "ASX Listing Rules"           the listing rules of 
                                the ASX 
 "Bass"                        Bass Metals Limited, 
                                a company incorporated 
                                in Australia under the 
                                Corporations Act with 
                                registered number 109 
                                933 995 whose registered 
                                office is at 31 Ventnor 
                                Avenue, West Perth, Western 
                                Australia 6005, Australia 
 "Bass Shares"                 Fully paid ordinary shares 
                                in the capital of Bass 
 "Board" or "Directors"        the directors of the 
                                Company, as at the date 
                                of this announcement, 
                                whose names are set out 
                                on page 3 of the Circular 
 "Business Day"                day that is a day which 
                                banks are open for business 
                                in Western Australia 
                                and New South Wales, 
                                excluding a Saturday 
                                or a Sunday or a public 
                                holiday 
 "Circular"                    the circular sent to 
                                Shareholders dated 7 
                                July 2016 
 "Company"                     StratMin Global Resources 
                                plc, a company incorporated 
                                in England and Wales 
                                under the Companies Act 
                                2006 with registered 
                                number 05173250 whose 
                                registered office is 
                                at 30 Percy Street, London 
                                W1T 2DB, England 
 "Completion"                  the completion of the 
                                sale and purchase of 
                                the Graphmada Mauritius 
                                Shares and assignment 
                                of the Intercompany Debt 
                                on the terms contemplated 
                                by the Sale Agreement 
 "Corporations Act"            the Corporations Act 
                                2001 (Commonwealth of 
                                Australia) 
 "CREST"                       the relevant system (as 
                                defined in the Uncertificated 
                                Securities Regulations 
                                2001 (SI 2001 No 3755)) 
                                for the paperless settlement 
                                of trades and the holding 
                                of uncertificated securities, 
                                operated by Euroclear, 
                                in accordance with the 
                                same regulations 
 "Disposal"                    the proposed sale of 
                                all of the Graphmada 
                                Mauritius Shares by the 
                                Company to Bass and assignment 
                                of all of the Intercompany 
                                Debt at Completion, in 
                                accordance with the terms 
                                of the Sale Agreement 
 "Euroclear"                   Euroclear UK & Ireland 
                                Limited, the operator 
                                of CREST 
 "Form of Proxy"               the form of proxy enclosed 
                                with the Circular for 
                                use by Independent Shareholders 
                                in connection with the 
                                General Meeting 
 "General Meeting"             the general meeting of 
                                the Company to be held 
                                at 10:30 a.m. at the 
                                offices of Strand Hanson 
                                Limited, 26 Mount Row, 
                                London W1K 3SQ, on 29 
                                July 2016, notice of 
                                which is set out at the 
                                end of the Circular 
 "Graphmada Accounts"          the unaudited accounts 
                                for Graphmada Mauritius 
                                for the period ending 
                                31 March 2016 
 "Graphmada Group"             Graphmada Mauritius and 
                                its controlled entities, 
                                including Graphmada SARL 
 "Graphmada Mauritius"         Graphmada Mauritius, 
                                a private limited company 
                                registered in the Republic 
                                of Mauritius (company 
                                incorporation no. 124738 
                                C1/GBL) whose registered 
                                office is at 8th Floor, 
                                Medine Mews, La Chaussee 
                                Street, Port Louis, Republic 
                                of Mauritius 
 "Graphmada Mauritius          the shares in the capital 
  Shares"                       of Graphmada Mauritius 
                                of which the Company 
                                is the beneficial holder, 
                                representing 93.75 per 
                                cent. of the issued shares 
                                of Graphmada Mauritius 
 "Graphmada SARL"              Graphmada SARL a private 
                                company registered in 
                                Madagascar, registration 
                                number 14393 11 2006 
                                0 10444, whose registered 
                                office is c/- Caldwell 
                                Business Suites, Immeuble 
                                Assist. 2ème étage, 
                                Ivandry, 101 Antananarivo 
                                Renivohitra, Madagascar 
 "Gross Concentrate Sales"     the total amounts actually 
                                received by Bass (or 
                                its controlled subsidiary) 
                                or to which Bass is entitled 
                                from the sale of Product 
                                graphite recovered by 
                                or on behalf of Bass 
                                from Graphmada Mauritius' 
                                Loharano and Mahefadok 
                                projects 
 "Independent Directors"       the Directors other than 
  or "Independent Board"        Mr David Premraj, who 
                                as a result of also being 
                                a director of Bass, is 
                                excluded from the Board's 
                                recommendation on the 
                                Disposal 
 "Independent Shareholders"    Shareholders other than 
                                Consolidated Resources 
                                Pte Ltd, of which Non-Executive 
                                Director, Mr David Premraj, 
                                is its representative 
                                on the Board and which, 
                                at the date of this announcement, 
                                holds 16,813,319 Ordinary 
                                Shares, representing 
                                10.31 per cent. of the 
                                Ordinary Shares 
 "Insolvency Event"                       in relation to an entity, 
                                           a person or a party, 
                                           any one or more of the 
                                           following events or circumstances: 
 
                                           (a) being in liquidation 
                                           or provisional liquidation 
                                           or under administration; 
 
                                           (b) having a controller 
                                           or analogous person appointed 
                                           to it or any of its property; 
 
                                           (c) being taken under 
                                           section 459F(1) of the 
                                           Corporations Act to have 
                                           failed to comply with 
                                           a statutory demand; 
 
                                           (d) being unable to pay 
                                           its debts or being otherwise 
                                           insolvent; 
 
                                           (e) becoming an insolvent 
                                           under administration, 
                                           as defined in section 
                                           9 of the Corporations 
                                           Act; 
 
                                           (f) entering into a compromise 
                                           or arrangement with, 
                                           or assignment for the 
                                           benefit of, any of its 
                                           members or creditors; 
 
                                           (g) any analogous event 
                                           or circumstance under 
                                           the laws of any jurisdiction; 
                                           or 
 
                                           (h) taking any step or 
                                           being the subject of 
                                           any action that is reasonably 
                                           likely to result in any 
                                           of the above occurring 
                                           (including the convening 
                                           of a meeting or presenting 
                                           a petition or order for 
                                           winding up), 
 
                                           unless such event or 
                                           circumstance occurs as 
                                           part of a solvent reconstruction, 
                                           amalgamation, compromise, 
                                           arrangement, merger or 
                                           consolidation approved 
                                           by the other party (which 
                                           approval is not to be 
                                           unreasonably withheld 
                                           or delayed). 
 "Intercompany Debt"           GBP3,958,792 owed by 
                                Graphmada Mauritius or 
                                its subsidiaries to the 
                                Company as at 31 March 
                                2016, and any further 
                                advances and accrued 
                                interest as at Completion 
 "London Stock Exchange"       London Stock Exchange 
                                plc 
 "Net Cash Proceeds"           an amount of approximately 
                                GBP725,000, being the 
                                amount to be paid by 
                                Bass to the Company on 
                                Completion less an adjustment 
                                for funds provided by 
                                Bass prior to the date 
                                of this announcement 
                                in prepayment to cover 
                                transaction costs and 
                                other expenses 
 "Net Smelter Royalty"         a net smelter royalty 
                                of 2.5 per cent. of revenues 
                                from Gross Concentrate 
                                Sales, capped at A$5,000,000, 
                                beginning six months 
                                after Completion and 
                                terminating on 1 January 
                                2029 
 "Notice of General Meeting"   the notice of the General 
                                Meeting set out at the 
                                end of the Circular 
 "Ordinary Shares"             ordinary shares of GBP0.0001 
                                each in the capital of 
                                the Company 
 "Options"                     the outstanding options 
                                to purchase Ordinary 
                                Shares 
 "Regulatory Information       a regulatory information 
  Service"                      service operated by the 
                                London Stock Exchange 
                                as defined by the AIM 
                                Rules 
 "Resolution"                  the resolution set out 
                                in the Notice of General 
                                Meeting 
 "Sale Agreement"              the conditional sale 
                                and purchase agreement 
                                dated 6 July 2016 and 
                                made between the Company 
                                and Bass setting out 
                                the terms of the Disposal, 
                                details of which are 
                                set out in paragraph 
                                5 of the Circular 
 "Shareholder(s)"              a holder of (a) Ordinary 
                                Share(s) 
 "Tirupati"                    Tirupati Carbons & Chemicals 
                                (P) Ltd., a company incorporated 
                                and registered in India 
                                with company identification 
                                number U51496JH2006PTCO12670 
                                whose registered office 
                                is at 4L, Shree Gopal 
                                Complex, Court Road, 
                                Ranchi, Jharkhand, India 
 "Tirupati Option"             the right granted to 
                                the Company (pursuant 
                                to an agreement dated 
                                2 February 2015 and made 
                                between Consolidated 
                                Chrome Pte Ltd and Tirupati 
                                Resources and an agreement 
                                dated 16 June 2015 and 
                                made between the Company, 
                                Tirupati, Tirupati Resources 
                                and Consolidated Chrome 
                                Pte Ltd whereby Consolidated 
                                Chrome Pte Ltd transferred 
                                all of its rights and 
                                obligations under the 
                                first agreement to the 
                                Company, with the consent 
                                of Tirupati) to make 
                                an investment of US$1,500,000 
                                in exchange for 45 per 
                                cent. of the issued share 
                                capital of Tirupati Resources, 
                                which, through its wholly-owned 
                                subsidiary, Tirupati 
                                Madagascar Ventures SARL 
                                holds Graphite Permit 
                                No. 38321 for the Vatomaina 
                                large flake graphite 
                                project in Madagascar, 
                                such investment to fund 
                                the further development 
                                of the Vatomaina project 
 
 "Tirupati Resources"          Tirupati Resources Mauritius 
                                Pvt Ltd., a private limited 
                                company registered in 
                                the Republic of Mauritius 
                                whose registered office 
                                is at Level 2, Raffles 
                                Tower, Cyber City, Ebene, 
                                Republic of Mauritius 
 
 "UK"                          the United Kingdom of 
                                Great Britain and Northern 
                                Ireland 
 "uncertificated" or           recorded on the relevant 
  "in uncertificated form"      register of the share 
                                security concerned as 
                                being held in uncertificated 
                                form in CREST and title 
                                to which, by virtue of 
                                the Crest Regulations, 
                                may be transferred by 
                                means of CREST 
 "US$"                         the legal currency of 
                                the United States of 
                                America 
 "VWAP"                        Volume weighted average 
                                market price (as defined 
                                in the ASX Listing Rules) 
                                for Bass Shares 
 "Warrants"                    the outstanding warrants 
                                to purchase Ordinary 
                                Shares 
 "GBP"                         the legal currency of 
                                the UK 
 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Date of the Circular               7 July 2016 
 Latest time and date for receipt   10:30 a.m. on 27 
  of Forms of Proxy                  July 2016 
 General Meeting                    10:30 a.m. on 29 
                                     July 2016 
 Expected date of Completion        18 August 2016 
 Expected receipt of Net Cash       19 August 2016 
  Proceeds 
 
 Expected receipt of 75,000,000     By 26 August 2016 
  Bass Shares 
 

Notes:

1. References to time in this announcement are to London time. In the event that the times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service of the London Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUNOWRNUABRAR

(END) Dow Jones Newswires

July 07, 2016 02:00 ET (06:00 GMT)

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