RE: Liquidation - MVL19 Dec 2019 20:49
Bodg, it could be complicated (see below extracts from historic RNS’s) the terms of the JV between BMR and JLP were changed a fair bit. As far as I’m aware, we still own EML, which owns the Kabwe project, licence, land, and tailings. If BMR was put into Administration, all assets would be up for sale. Have JLP got all bases covered in that event? Or could the assets be put up for auction to the highest bidder?
They wouldn’t be able to complete the Kabwe project without BMR’s licence or tailings. It makes me wonder how they are able to produce Sulphuric Acid and Copper by utilising our licence, when they don’t officially own it?
Just a theory, but I think BMR going into Admin would be bad for JLP. Also, it would be an end to AB drawing his £80k salary, ABH's £42k, and CB's £21k – are they really prepared to walk away and liquidate BMR?
-- BMR would retain 100% ownership of the Kabwe Large Scale Mining Licence, tailings and infrastructure (the "Kabwe Assets"), and a minimum of 60% of the economic interest in the long term post-tax profits of Kabwe operation
-- A shareholders agreement between (i) Kabwe Operations Limited ("KOL") (referred to as the joint venture company in the Announcement and to be owned as to 85% by BMR and 15% by Jubilee), (ii) BMR and (iii) Jubilee; and
-- An operating agreement between (i) KOL, (ii) Enviro Processing Limited ("EPL", a wholly owned subsidiary of BMR), (iii) BMR and (iv) Jubilee.
Jubilee gains full control of the Kabwe Project increasing its interest to 87,5%
-- Option to acquire 100% of the Kabwe Project while BMR retains a maximum of 12,5% of generated earnings
-- Jubilee retains its 29,01% shareholding in BMR and therefore a total effective beneficial interest of approximate 91,5% in the Kabwe Project
We have been able to ensure that the success of the Kabwe Project remains independent of the financial position of BMR with the option to acquire 100% of the Kabwe Project.
The current shareholders' and operating agreements for the Project have been updated ("Updated Agreements") to better align with Jubilee's role to deliver a successful project. The Updated Agreements will place Jubilee in full control of the execution methodology and funding requirements to bring the project to account. In return Jubilee will hold a minimum of 87,5% shareholding in Kabwe Operations Limited, a company incorporated as a Joint Venture Company ("Kabwe Operations") assigned with all intellectual property developed for the execution of the Project as well as the right to fund and execute the Project
Jubilee will hold a further option, at its sole election, to acquire 100% of the issued shares of Enviro Mining Limited ("EML"), a subsidiary of BMR and the company that owns the Project through BMR's Zambian based Enviro Processing Limited ("EPL"). BMR will hold either the remaining 12,5% shareholding in Kabwe Operations or should Jubilee acquire EML outright a 12,5% share of earnings generated by the