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Corporate Mission Statement
Amur Minerals Corporation’s mission is to complete an acquisition via an RTO including shareholder approval before 8 March 2024. A short list of target organisations (including mineral resources, media and financial services sectors) having existing revenue sources are being given priority. If they are not revenue generators, the acquisition must have a defined, near term (targeting less than three years) plan to revenue generation.
Ongoing discussions are underway to allow for a final ranking of the opportunities leading to the selection of the preferred RTO.
From AMC website front page... https://amurminerals.com/
"... Completion of an RTO is a time consuming event requiring negotiations, the successful completion of all party due diligence and the subsequent shareholder approval. In anticipation of our successful sale of Kun-Manie, an RTO Identification Plan was developed by the Board in H1 2022 to enable us to get a head start on acquisition target identification. Throughout 2022 and early 2023, various evaluations and preliminary assessments of numerous international private and public companies had been identified. Geographically these have been located in Canada, the US, Scandinavia, Spain, Brazil, Peru, Chile, Ghana, Kenya, South Africa, Poland and Australia. Commodities have included potash, silica, alumina, copper, nickel, gold, silver, metallurgical coking coal, energy fuels substitutes, lithium, oil / gas and geothermal production. A total of 17 opportunities have been examined and ranked. We have ranked these using the following criteria:
Mineral commodity,
Acceptable low risk operating jurisdictions,
Business model of the RTO target,
Timeframe to revenues.
During the course of our investigation, we have also been contacted by two non-mineral resource companies. Discussions with these more financially advanced entities indicate there is potential for us to move into the Artificial Intelligence / Media or Financial Services or other sectors. Being revenue generators today, these warrant further investigation and we therefore expanded our RTO investigation of opportunities beyond mineral resource sector."
Further to the announcement of 6 March 2023 and the disposal of the Company's AO Kun-Manie subsidiary, following which Amur became an AIM Rule 15 cash shell, the board of Amur notes that the Company is required to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 on or before the date falling six months from the completion of the AO Kun-Manie disposal.
Accordingly, if no such transaction is completed, the Company will be suspended from trading on AIM at 7.30 a.m. on 7 September 2023. Once suspended, Amur will have a further six months to complete a reverse takeover or else admission of the Company's shares on AIM will be cancelled on 8 March 2024.
The board of Amur continues to review a number of reverse takeover opportunities. Further announcements will be made as appropriate.
RY: "Bad news guys. We were paid in Russian diamonds and the UK has just sanctioned them so we can't sell and distribute any funds... sorry about that. In happier news my wife really likes her new necklace."
The full text said "The Buyer has transferred the total consideration for the Disposal of US$35 million to the Company and receipt of funds is expected imminently. We will update shareholders as soon as the consideration has been received by the Company."
The lack of update implies the consideration has NOT yet been received.
Completion of disposal of Kun-Manie Project for US$35 million
Amur Minerals Corporation ("Amur" or the "Company") is pleased to announce that it, together with its wholly owned subsidiary Irosta Trading Limited ("Irosta"), has completed the previously announced (5 August 2022) sale of 100% of its interest in Irosta's wholly owned subsidiary, AO Kun-Manie ("Kun-Manie") to Bering Metals LLC ("Bering" or the "Buyer") for a total consideration of US$35 million (the "Disposal"). This Disposal was approved by shareholders on 24 August 2022.
Highlights
· The Buyer has transferred the total consideration for the Disposal of US$35 million to the Company and receipt of funds is expected imminently. We will update shareholders as soon as the consideration has been received by the Company.
· The divesture price represented a premium of 119% to the Company's market capitalisation of 03 August 2022 and a 44% premium to the Kun-Manie book value of US$24.3 million as at 31 December 2021.
· The Disposal was recommended by Directors and was approved by shareholders at a General Meeting held on 24 August 2022.
· Following the receipt of the consideration of US$35 million, the Company intends to pay a special dividend of 1.8 pence per share to shareholders within 90 days of receipt of the consideration.
· The Company will continue to be listed on AIM as a Rule 15 cash shell which intends to provide enhanced opportunities to create and deliver shareholder returns.
https://finance.yahoo.com/news/were-hopeful-amur-minerals-lon-144641682.html
"The good news is that in our view Amur Minerals' cash burn situation gives shareholders real reason for optimism..."
Really great research guys! Time to get a new office bot? :eyeroll:
Amur Minerals Corporation ("Amur" or the "Company"), the nickel-copper sulphide mineral exploration and resource development company focused on the far east of Russia, is pleased to announce that the resolution put to Shareholders at the General Meeting held today at 10:00 a.m. in connection with the proposed Disposal of Kun-Manie announced on 08 August 2022 was passed.
The Disposal remains conditional on:
• the consent of the Federal Antimonopoly Service of Russia or its relevant territorial department to the Disposal being granted and such consent not being conditional upon any further actions or omissions by any of the parties to the Share Purchase Agreement;
• the approval under the Presidential Decree No. 81 dated 1 March 2022 and all ensuing Russian Federation regulatory statutes having been granted on the terms required by applicable law, and not having been subsequently revoked, and such approval not being conditional upon any further actions or omissions by any party.
Didn't there exist a compensation clause in the exploration contract to re-imburse all expenditures equating to 140% of costs incurred?
Anybody fancy a legal fight with the Russian Federation over this ? :-)
Highlights:
· The total consideration for the Transaction is US$ 35 million to be paid upon completion of the Transaction. The Transaction consideration is payable in US$.
· The divesture price represents a premium of 119% to the Company's market capitalisation of 3 August 2022 (£13.2 million) and 44% to the current Kun-Manie book value of US$24.3 million as at 31 December 2021 in Amur's latest annual report. The closing share price on 3 August 2022 was 0.89 pence per share.
· In addition to shareholder approval of the Transaction at a General Meeting scheduled for 24 August 2022 ("General Meeting"), completion of the Transaction requires the approval by a newly created Russian Federation government commission per the Presidential Decree No. 81 dated 1 March 2022 (which specifically addresses change of control of western held assets) and the consent of the Federal Antimonopoly Service of Russia.
· If the Transaction receives approval at the General Meeting and all other consents and approvals, following receipt of the consideration of US$ 35 million, the Company intends to pay a special dividend of 1.8 pence per share to Shareholders within 90 days of Completion.
Votes For & Discretionary
85,306,972 = 27.00%
Votes Against
225,373,525 = 73.00%
Votes Total % of Available voting rights*
310,930,974 22.30
Votes Withheld
250,477
* Available Voting Rights equals 1,392,872,315.
https://www.lse.co.uk/ShareChat.asp?ShareTicker=AMC&thread=A5378B33-5A8E-47F0-918F-EBCC2D8CAC1C
Worth a re-read :-)
Sent ii a secure message about wanting to vote NO - just had this reply (looks like online voting will activate over the weekend...)
Dear xxxxxx,
Thank you for your secure message.
This has been processed. You may notice the meeting become available in your Voting Mailbox over the weekend, and you will be able to submit the vote yourself if you want to do so. However, the vote will be validated on Monday for you if you leave it to us.
We trust that we have answered your questions, however please do let us know if we can do anything else for you. You can continue to write to us by secure message. Our response time is usually within a few days, however, in times of high volume, we can take up to 5 days. If your enquiry is more urgent, please call us on 0345 607 6001.
We are open between 7:45am and 5:30pm, Monday to Friday, and 5:30pm to 9pm, Monday to Friday for international trading calls.
Best regards,
interactive investor
(part 3)
RY (contd) It's not the commodity so much.
ZM - Just finally you've got plans for Amur following this deal. Is there any indication of what you might be doing in that particular scenario?
RY - Yes, we've already started looking and evaluating various mining jurisdictions that do not have the challenges that are put upfront by, say, China, Russia, some of the African countries such as the DRC.
So we are identifying those and also taking a look at the various commodities such as silver, gold. We will and can move on to other ones.
We have been watching the markets and interestingly the announcement yesterday did generate some interest as to companies that would be interested in having us come along as a working partner or as a potential owner of their deposits.
ZM - So existing shareholders have the benefit of this deal in the can and then the potential of further deal making down the line.
RY - That's correct.
ZM - On that note, Robin Young, C-E-O of Amur Minerals thank you very much indeed.
RY - Thank you, Zak.
(part 2)
ZM - Right. Of course, we were in a situation where there's sanctions all over the place and many companies are leaving Russia, running away from Russia. Is it the case that this deal in some ways, you're lucky to have this deal. Lucky to have any deal in the current climate?
RY - Yes. It's a challenging business environment that we're in right now, especially given Russia's situation. First off, there's heavy, heavy sanctions which interfere with movement of capital in and out of Russia, buying specific equipment and those kinds of considerations.
Getting a fair market value out of this is when you take a look at it, by Western analysis, the companies aren't willing to accept the risk, especially the unknown risk looking forward as to doing business within Russia.
And this is one of the reasons that Kinross left the game and also has struck a deal with the same people.
It's a challenging environment and people are lucky to get a transaction in place.
And in particular, you can look back at some of the oil company service companies such as Halliburton and Slumberger themselves that are stuck with their equipment in Russia. They can't get it out and they're starting to be fined now by the US government for not having extracted their equipment.
So it's a good time for the transaction to complete. It's the best of two transactions that we have looked at. Both of the buyers are and were Russian.
And as for bringing in, say, the Chinese, we have also spoken with them. This is the best way to handle the transaction today.
ZM - So in colloquial terms, you've clutched victory from potentially the doors of defeat, which clearly with the Russian situation was staring you in the face.
RY - Yes. There's an oligarch who used a phrase last week and he said there are times when negotiations just aren't really good negotiations and you have to take what's on the table. And where we are positioned right now is that we are getting something that's very close to the fair market value and it's allowing the company to shift its focus external Russia and to move on to other projects.
ZM - Right. As a side issue. Clearly, the nickel price and many EV metals have been through the roof. Is that helped in this situation, even though let's say the times go, the payout is not as some might have wished for?
RY - No, I think the nickel price is what it is. People talk about super cycles. I don't believe in super cycles. I have been through three nickel super cycles and the price before the Ukrainian situation and the shorting problem that was created in Hong Kong was always pretty much there'd be a price bump and then it would drop back or then it would decline back to what it's original price was. So the nickel price? Yes, I would say that it is one of the reasons that the Stanmix company is coming in is because they see a long term EV potential here but at the same time they're buying the quality of the deposit which is they mine dollars...
ZM - Hello. Welcome to Vox Markets. I'm joined by Robin Young, who's CEO of Amur Minerals. How are you today, Robin?
RY - Fine, thank you very much Zak.
ZM - I think the first time I interviewed you was about ten years ago. And here we are today. You've got a deal on the table, a $105,000,000 deal.
What's the basis of you recommending this deal to shareholders? Why should they vote this deal?
RY - We live in very complicated geopolitical times at this point. And what is happening with a level of six different sets of sanctions and a lack of Western interest in investing inside of the Russian Federation.
This is an offer that is one of a couple. It's the best offer. And it's time to further derisk the company with the unknown potential things changing within the special military operation that's ongoing at this point in time.
ZM - Right. And just run us through the payment schedule because that seems to be something that some people maybe are trying to get their heads around.
RY - The long payment schedule that you're seeing here is really the result of the Russian Federation creating a committee through what's called Order 81, which does review the outflow of US dollars from Russia on any transactions.
These transactions have to be approved by this committee. We've negotiated this back and forth.
It's very similar to a Kinross Gold transaction. They're actually being bought by the same company and they're ahead of us in the queue. So we're actually following in their footsteps.
But at this point in time, what we're seeing is that for the $105,000,000, it's in a series of structured payments.
The first is being on completion is a total of $15 million.
And that will then be followed a year later by another 10 million payment.
Four years hence from the signing is another 50 million in US payments.
Then it goes into a period of time where basically we anticipate that they'll be in production in 2027, at which point in time, a flat $3 million per year for ten years payment is provided to the company.
It's a pseudo royalty. And for the extended period of time, this is what the Russian Federation and our buyer believe that the US dollar transactions will be fine and approved.
ZM - So basically, time frame on payment is, umm, the timing of the payments are controlled on a governmental level. It's not really your choice. It's just a sort of slow release payment defined by the Russian Federation.
RY - Correct. You could look at it as a budgetary consideration as to how US dollars will flow in and out of Russia.
ZM - So that's not in your control. And it could never have been the case that the bidder could pay everything in one go, even if you had the money?
RY - That's correct. It'd be controlled by the Russian government. So this structure is an agreed position from all parties, but the real control is through the Russian Federation.
(end part1)