RE: POW / RRR - Aussie Gold Deal7 Jun 2024 11:16
Helpful - Per the POW RNS "Subject to the Conditions being satisfied, the transaction will complete. Completion must occur within 13 weeks of 8 March 2024, being the date of the Heads of Terms, or the Agreement will be terminated"
Full terms of the deal are below, most of which RRR are highly unlikely to be able to commit to in the short term when they are trading at a £2mil market cap and no cash:
(a) Upon Completion, Red Rock will pay POW the CLN consideration, namely £250,000 to be settled by the issue of 250 Convertible Loan Notes of £1,000 which will be convertible to Shares at the price of any placement of new Shares to raise proceeds of over £200,000 gross to be carried out in the six months after their issue ("Placement"), and in the event no Placement occurs to be redeemed by a cash payment on a date six months after Completion;
(b) Upon the approval by shareholders of Red Rock of the ISC, the payment by Red Rock to POW of £250,000 to be settled by the issue of 166,666,667 new Ordinary Shares of Red Rock ("Shares") at a price of 0.15 pence per Share, or cash (at Red Rock's election) and 166,666,667 warrants each exercisable into one Share at a price of 0.25p per Share and exercisable during a period expiring 3 years after the date of their issue;
(c) On the date two months after Completion, the payment by Red Rock to POW of £250,000 in cash;
(d) The payment on each of the three following occasions by Red Rock to POW of £250,000 in cash or, at Red Rock's election, Shares in Red Rock to that value calculated by reference to the last 10 trading days' VWAP (volume-weighted average price), provided that if Shares are issued then accompanying warrants with a three year life and each converting into one Share at a 50% premium to the price of issue of the Shares will also be issued on the basis of one warrant for every two Shares issued:
(1) £250,000 on the date nine months after Completion;
(2) £250,000 on the confirmation by announcement by a regulatory news service or a declaration by a Qualified or Competent person (as those terms are defined in the AIM Rules) of a 20,000 oz gold or gold equivalent JORC Resource according to the JORC 2012 Code from within the boundaries of the current licence area or any future licence renewal(s) of that area or part thereof;
(3) £250,000 on the confirmation by announcement by a regulatory news service or a declaration by a Qualified or Competent person (as those terms are defined in the AIM Rules) of a 200,000 oz gold or gold equivalent JORC Resource according to the JORC 2012 Code from within the boundaries of the current licence area or any future licence renewals of that area or part thereof.
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