INTENDED ACQUISITION OF NJAHILI RESOURCES PLC (“Njahili Resources” or “Njahili”)
AND
PLANS TO RAISE £5 MILLION TO £6 MILLION
The Board of Sirius Exploration is pleased to announce the Company’s intention to acquire the whole of the issued share capital of Njahili Resources subject to inter alia the reregistration of Njahili Resources as a limited company, completion of a placing to raise up to £6 million and shareholder approval. As the acquisition will constitute a reverse takeover under the AIM Rules due to the size of the acquisition in relation to the size of Sirius, trading in the Company’s Ordinary Shares has been suspended with immediate effect pending the publication of the Company’s circular and AIM admission document. The vendors of Njahili Resources will, as a result of the transaction, acquire more than 30 per cent of the enlarged issued Ordinary Share capital of the Company and, accordingly, the acquisition will also be subject to the grant of a waiver, as appropriate, by The Panel on Takeovers and Mergers from the requirements of Rule 9 of The Takeover Code following the approval by the Company’s Shareholders of an appropriate resolution at an Extraordinary General Meeting.
As stated above, it is a prerequisite of the acquisition that Njahili Resources reregisters as a limited company and, accordingly, Njahili Resources has today written to its shareholders outlining the plans for the proposed merger.
Richard Poulden, Chairman, of Sirius, commented:
“This merger will bring together two excellent management teams with the breadth of capability to build a substantial new business from the assets we have and to make further acquisitions.
The assets being acquired include a substantial iron ore project in Sierra Leone together with a number of other exploration targets in precious metals and diamonds which complement the Company’s existing copper project in Macedonia. We believe gold production will come on stream in two West African projects in 2008 and potential copper and gold production in Europe in 2009.
With the management team that we will have in place, I am confident that this will be an excellent merger for both companies’ shareholders.”
The outline terms of the proposed transaction are that, subject to certain conditions, Sirius will acquire the whole of the issued share capital of Njahili in consideration for the issue of approximately 122.5 million new Ordinary Shares equivalent to £7.8 million, based on the price for Sirius Ordinary Shares of 6.375 p per share as at the close of business on 6 September 2007.
Assuming that the merger is completed as contemplated, the shareholders of Njahili will own approximately 64 per cent. of the enlarged share capital of the Company subject to the effects of the Company’s proposed placing to raise new money for the enlarged Group
A further announcement will be made when all the arrangements have been finalised and the Company is able to publish its circular incorporating its AIM admission document.
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Macedonia's parliament voted a resolution Monday calling for a "strategy"
to solve an ongoing row with neighouring Greece over its name, which has
harmed its attempts to join the Europan Union.
Macedonia is not yet ready to start European Union membership talks,
Enlargement Commissioner Olli Rehn said Monday, less than three weeks
before an evaluation of the Balkan state's accession hopes.
The violence and allegations of fraud marred parliamentary elections, which had been seen as a test of Macedonia’s democratic credentials as it seeks to join the European Union.