rns29 Dec 2015 07:18
On 30 November 2015, the Company announced that it had entered into an agreement to reschedule $57.1m of debt owing to Korea Zinc (the "KZ Agreement"). The terms of such agreement were set out in the announcement and included a condition set by Korea Zinc that the Company raise at least $5m (net of expenses) before 31 December 2015.
Following intensive efforts over recent weeks to raise at least $5m before the end of the year, the Company announces that it has not been able to secure sufficient investors to fund this amount. Accordingly, under the terms of the KZ Agreement, the Company is obligated to transfer 90 per cent. of its interest in its wholly owned Korean subsidiary, ZincOx Korea Limited ("KRP" or "ZincOx Korea"), owner of the Korean recycling plant, to Korea Zinc, or, upon Korea Zinc's request, have KRP cancel all, or part, of the existing issued share capital of KRP, and issue and allot to Korea Zinc new shares in KRP through conversion of the outstanding loans into equity such that Korea Zinc owns 90 per cent. of KRP in each case for nil consideration (the "Disposal"). The Company will continue to retain a 10 per cent. interest in KRP.
As announced on 30 November 2015, since the Disposal would constitute a "fundamental change of business" for the purposes of Rule 15 of the AIM Rules, in the event of an unsuccessful fundraising the Company sought, and was granted, approval by Shareholders for the Disposal at a General Meeting of the Company on 18 December 2015.
The Disposal will now be formally effected during the course of January 2016. There will be no cash or other consideration receivable by the Company in respect of this Disposal.
It has been agreed with Korea Zinc that ZincOx Korea's share structure will be reorganized so that 90 per cent. of the shares will be valued at the amount of the loans, which currently stand at US$57.1 million giving an imputed value for these purposes of US$63.4 million to ZincOx Korea. ZincOx Korea will, subject to the loans raised during the transition period as set out below, be debt free.
The transfer is expected to take at least a month to complete and during this transition period ZincOx will continue to assist the operation, as required, on a day to day basis so as to enable a smooth transition into management by Korea Zinc. The KRP plant is currently closed to carry out a repair to the evaporative cooler and production is expected to resume on the 7th January. During the transition period, outstanding invoices owed by KRP for 2015, current remediation costs and operating losses are expected to amount to about US$3.4 million and this will be covered by Korea Zinc and be treated as a loan to KRP. There will be no recourse to the Company for this loan.
In view of the current and negative short term outlook for the price of zinc, KRP may continue to suffer losses in the near term. If Korea Zin