EML10 May 2011 09:07
Option Agreement to acquire a 37.5 per cent. interest in Ferrum Resources Limited
Emerging Metals Limited (AIM: EML) announces that on 9 May 2011 it executed a
put and call option agreement (the "Option Agreement") with Ferrum Resources
Limited ("Ferrum"), an iron ore exploration and development company with
interests in Sierra Leone, Guinea and Central African Republic ("CAR").
Under the terms of the Option Agreement,
* Ferrum has granted the Company a call option (the "Call Option"), for a
consideration of US$1;
* the Company has granted Ferrum a put option (the "Put Option"), for a
consideration of US$1;
* under the Call Option, the Company can exercise its right to subscribe for
26,228,570 new ordinary shares in the capital of Ferrum (the "Option Shares
") at a price of US$0.305 each (the "Subscription Price") provided that the
Call Option is exercised within 120 days of the date of the Option
Agreement, subject to extension in the case of a third party offer for all
or any part of Ferrum's issued ordinary shares;
* under the Put Option, Ferrum can require the Company to subscribe for the
Option Shares (at the Subscription Price) at any time within 60 days of the
date the Option Agreement save that the Put Option can only be exercised if
Ferrum has received a legal opinion from its Sierra Leone counsel (in a
form satisfactory to the Company) ("Sierra Leone Legal Opinion") confirming
its interests in, and the good standing of, five exploration licenses in
the country;
* in each case the aggregate Subscription Price shall be US$7,999,713.85 (the
"Subscription Amount");
* in aggregate, the Option Shares will, if issued, constitute 37.5 per cent.
of the enlarged issued share capital of Ferrum;
* if the Company holds 10 per cent. or more shares in the capital of Ferrum
then it will be entitled to have one director on the board of directors of
Ferrum while if it holds 30 per cent. or more shares in the capital of
Ferrum then it will have the right to appoint two directors to the board
(one of whom shall be the Chairman of the board); and
* on exercise of the Call Option or the Put Option and for so long as EML is
a shareholder of Ferrum, the Company shall have the right of first refusal
in proportion to its existing holdings in case of any further/future
allotment of shares in Ferrum other than in the case of issues of new
shares pursuant to the exercise of certain options/warrants or for non-cash
consideration; such anti-dilution provision to cease upon admission of
Ferrum ordinary shares to trading on certain designated markets.