Tue 18:40
sercher70
rns
0.25
No Opinion
This RNS alert is brought to you by Digital Look. African Eagle ("African Eagle" or the "Company") (AIM: AFE; AltX: AEA) advises that it has recently acquired missing documents with regard to the sale of certain of the Company's prior assets in Tanzania, Mozambique and Zambia ("Assets") to Jacana (the "Original Transaction"), as announced on 22 November 2010 (the "Jacana Announcement"), that require the Company to restate the terms of that transaction. As a result of an internal investigation initiated by the current directors of the Company (the "Current Board"), documents have been acquired by the Company, not previously seen by the Current Board, that indicate that the Original Transaction Announcement inaccurately reflected the terms of the Original Transaction. Furthermore, significant changes to the terms of the Original Transaction were made, on 25 October 2011, that were not announced by the Company, as required by the AIM Rules for Companies. Restatement of certain terms of the Original Transaction In the Original Transaction Announcement, the Company stated that the aggregate consideration due to the Company in consideration for the sale of the Assets was AU$1,000,000, payable in the form of cash and shares in Jacana. The Jacana Announcement incorrectly stated that the Company would receive part of its payment ".in shares on signature of the [original] agreement (20% of Jacana's share capital)." In fact, under the terms of the Original Transaction, the Jacana shares were only due to be granted on completion of the Original Transaction, once all conditions precedent had been satisfied. Accordingly, no shares in Jacana were received by the Company in November 2010 and none have been received since. Amendment to terms of the Original Transaction During the course of the calendar year 2011, the prior board of directors (the "Prior Board") agreed to a revised transaction structure whereby the consideration for the sale of the Assets would be payable in cash only and would no longer include consideration in shares in Jacana. Accordingly, on 25 October 2011 the Company entered into a revised agreement with Jacana (the "Revised Agreement") pursuant to which it was agreed that the Company would receive only cash in consideration for the sale of the Assets in the amount of AU$925,000. The terms of the Revised Agreement replaced and superseded the terms of the Original Transaction. The terms and conditions of this Revised Agreement were not announced, as required by the AIM Rules for Companies, and the Current Board are investigating why this did not occur. To date, the Company has received AU$875,000 in relation to the Revised Agreement, with AU$50,000 still outstanding, as certain conditions precedent remain outstanding, relating to licences in Zambia. Jacana was acquired by Syrah Resources Limited ("Syrah&