Metals Exploration Share News (MTL)

TIDMMTL RNS Number : 8029P Solomon Capital Limited 23 July 2010 ? For immediate release Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction where TO DO so would constitute a violation of the relevant LAWS OR regulations of such jurisdiction 23 July 2010 SOLOMON CAPITAL LIMITED Mandatory Cash Offer to be made by Strand Hanson Limited on behalf of Solomon Capital Limited for the whole of the issued and to be issued ordinary share capital of Metals Exploration plc not already owned by Solomon Capital Limited SUMMARY AND HIGHLIGHTS: · The Solomon Board announces the terms of a mandatory cash offer, under Rule 9 of the Code, to be made by Strand Hanson on behalf of Solomon to acquire the entire issued and to be issued ordinary share capital of Metals Exploration not already owned by Solomon. · The Offer will be made on the basis of 13 pence for each Metals Exploration Share. The Offer values the entire existing issued ordinary share capital and in the money Metals Exploration Share Options and Warrants at, in aggregate, approximately GBP35.76 million. The Offer represents a premium of approximately 26.83 per cent. to the Closing Price of 10.25 pence per Metals Exploration Share on 22 July 2010, being the last Business Day prior to the making of this announcement. · Solomon, having acquired one Metals Exploration Share from a single shareholder on 22 July 2010 at a price of 13 pence, is now interested, in aggregate, in 118,935,655 Metals Exploration Shares, representing approximately 44.10 per cent. of the entire issued share capital of Metals Exploration. Accordingly, pursuant to Rule 9 of the Code, Solomon is required to make an offer for the entire issued share capital of Metals Exploration not already owned by it and Strand Hanson will make the Offer on behalf of Solomon. · Solomon has received letters of intent to accept the Offer from certain Metals Exploration Shareholders in respect of, in aggregate, 24,343,903 Metals Exploration Shares, representing approximately 9.03 per cent. of the existing issued ordinary share capital of Metals Exploration. Accordingly, the Metals Exploration Shares already held by Solomon and persons acting in concert with it, together with the Metals Exploration Shares which are the subject of the aforementioned letters of intent represent, in aggregate, approximately 53.12 per cent. of the existing issued Metals Exploration Shares. Further details of these letters of intent are set out below and in Appendix III to this announcement. · The Offer Document, setting out full details of the Offer and the procedures to be followed by Metals Exploration Shareholders to accept the Offer, together (where appropriate) with a Form of Acceptance, will be posted to Metals Exploration Shareholders and, for information purposes only, to holders of options over Metals Exploration Shares and to Warrantholders, as soon as practicable and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel. Information on Solomon · Solomon is a private limited company, incorporated in Guernsey in December 2008, for the purposes of investing in Metals Exploration and is beneficially wholly owned by Christian Candy. · Following the successful completion of the Offer, Solomon intends to continue to work with the existing management team of Metals Exploration to secure appropriate funding for the development of a mine at the Runruno Project in the Philippines, which Solomon continues to believe has the potential to generate long term shareholder value. Information on Metals Exploration · Metals Exploration is an English public company whose principal activity is to identify, acquire and develop mining companies, businesses or projects with particular emphasis on precious and base metals mining opportunities in the Western Pacific Rim region. Since the Company's admission to AIM in October 2004, the Metals Exploration Group has focussed its efforts on the acquisition and development of exploration properties in South East Asia. It is currently focused on the development of its Runruno gold and molybdenum project in the Philippines, following the completion of a definitive feasibility study in May 2010, and an ongoing step-out drilling programme intended to demonstrate the additional resource potential within the Runruno permit area. Enquiries: Solomon Capital Limited Steven Smith Tel: +44 (0)791 172 1858 Strand Hanson Limited (Financial Adviser to Solomon) Simon Raggett Tel: +44 (0)20 7409 3494 Matthew Chandler This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. The Offer will be subject to the condition and terms set out in Appendix I to this announcement and the further terms to be set out in the Offer Document. Appendix II contains the sources and bases of information used in this announcement. Appendix III contains details of the letters of intent received by Solomon. Certain definitions apply throughout this announcement and your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full. Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Services Authority, has approved the contents of this announcement solely for the purpose of section 21 of FSMA. The principal place of business of Strand Hanson is 26 Mount Row, London W1K 3SQ. Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Solomon and no-one else in connection with the Offer and will not be responsible to anyone other than Solomon for providing the protections afforded to clients of Strand Hanson or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved this announcement or any of the proposals described in this announcement. The directors of Solomon accept responsibility for the information contained in this announcement save that the only responsibility accepted in respect of the information in this announcement relating to Metals Exploration (including, without limitation, the information set out in paragraph 6 below) which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the directors of Solomon (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning Metals Exploration and Solomon. Generally, the words "anticipate", "believe", "continue", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and "will" or similar expressions identify forward-looking statements. Such statements reflect Solomon's current views with respect to future events and are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as changes in general economic and business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should not be placed on such statements. The directors of Solomon do not intend to, nor do they assume any obligation to, update these forward-looking statements, except as required pursuant to applicable law. disclosure requirements OF THE CODE (MORE TO FOLLOW) Dow Jones Newswires July 23, 2010 02:00 ET (06:00 GMT)