RNS15 Apr 2015 17:18
RNS
Factsheet Premier Gold Res PLC (PGR
Premier Gold Resources plc
(to be renamed Prospex Oil and Gas plc)
("Premier Gold" or the "Company")
Agreement of Company Voluntary Arrangement, Completion of Disposal of Central Asia Resources Limited, Adoption of New Investing Policy, Change of name to Prospex Oil and Gas plc, Share Capital Reorganisation, Subscription for New Ordinary Shares and issue of options
Further to the announcements made on 20 March 2015 and 14 April 2015, Premier Gold announces that the following matters have completed and that it has requested that trading in its shares be reinstated, with effect from 7.30am on 16 April 2015.
1. The Directors' proposal for a Company Voluntary Arrangement ("CVA") has been approved by creditors and members on 14 April 2015, Antony Batty of Antony Batty & Company LLP was appointed as Supervisor;
2. Premier has completed the Settlement Deed with Tridevi Capital Partner (I) LP ("Tridevi"), disposing of the entire issued share capital of Central Asia Resource Limited ("CAR"), the Company's wholly owned subsidiary, to Tridevi in full and final settlement of the outstanding loan under the Convertible Loan Agreement;
3. As CAR, and its interest in the Licence, represented more than 75% of the assets of the Company, the Disposal is a fundamental disposal pursuant to Rule 15 of the AIM Rules which is conditional on consent of Shareholders being given in general meeting and that as the effect of the Disposal is to dispose of all, or substantially all of the Company's activities and assets, that the Company is required to adopt an Investing Policy. That approval had been given, and the details of the approved Investing Policy are set out below;
4. The Company's share capital has been re-organised through the consolidation of every 25,000 Existing Ordinary Shares into one Consolidation Share; and thereafter each Consolidation Share has been subdivided into 100 New Ordinary Shares and 1 New Deferred Share;
5. The Company has raised, via Peterhouse Corporate Finance, £1,076,150 (before expenses), conditional only on Admission, through the issue of 35,283,591 New Ordinary Shares to advance the Company's Investing Policy, of which £50,000 has been transferred to the Company in order to enable it to make an improved offer of settlement to the unsecured Creditors of the Company, than would otherwise have been possible; and
6. Edward Dawson, Richard Mays, Bill Smith and Gavin Burnell have been appointed as directors of the Company and it was agreed that the Company change its name to Prospex Oil and Gas plc. A further announcement will be made in due course confirming the change of name.
Christian Schaffalitzky, Richard Nolan, Garth Earls and Gerald Desler have resigned as directors.
(contd)