31 Aug 2023 17:10
31 August 2023
ARGOS RESOURCES LIMITED
("Argos" or "the Company")
Posting of Circular and Notice of General Meeting
Argos Resources Limited (AIM: ARG.L), confirms that, further to the Company's proposed disposal of its PL001 Production Licence interests in the North Falkland Basin (the "Disposal") to JHI Associates Inc. ("JHI") and cancellation of Admission to trading on AIM ("Cancellation"), the Company has today posted a circular and notice of general meeting to shareholders to enable the Board to take the necessary steps to place the Company into members voluntary liquidation as part of the planned process to enable a distribution of surplus assets to shareholders.
The Disposal and the Cancellation were approved by Shareholders at a general meeting of the Company held on 26 May 2023, and on 18 August 2023 it was announced that the Board intended to seek shareholder approval for the Company to be wound up and a liquidator appointed ahead of the Cancellation, conditional on the licence acquisition agreement completing.
Shareholder approval for the proposed winding up of the Company and the appointment of joint liquidators will be sought at a general meeting of the Company to be held at Argos House, H Jones Road, Stanley, Falkland Islands at 5.00 p.m. on 22 September 2023 (Falkland Islands time).
Further details on the proposals are set out below in a letter from the Chairman of the Company, and in the circular, which is available on the Company's website www.argosresources.com.
Suspension of Trading
Trading in the Company's ordinary shares on AIM was suspended on 3 July 2023 ("Suspension") and the Suspension is expected to remain in place until Cancellation occurs. The Company will continue to make announcements in accordance with its obligations under the AIM Rules.
For further information:
Argos Resources Limited (+500 22685)
www.argosresources.com
Ian Thomson, Chairman
John Hogan, Managing Director
Cenkos Securities PLC
Neil McDonald (+44 131 220 6939)
Derrick Lee (+44 131 220 9100)
LETTER FROM THE CHAIRMAN OF ARGOS RESOURCES LIMITED
Introduction
On 3 May 2023 the Company announced that it had entered into a Licence Acquisition Agreement with JHI and others, pursuant to which the Buyer would acquire the Group's PL001 Production Licence interests in the North Falkland Basin and related assets from the Company in return for a consideration of 8,467,820 JHI Common Shares to be issued to the Company credited as fully paid and £303,500 in cash (of which a non-refundable payment of £151,750 has already been made).
The Disposal remains subject to the Falkland Islands Government (FIG) providing its consent to the assignment of the Licence. FIG's consent to the assignment has not yet been received and is expected shortly, with Completion of the LAA now anticipated on or before 30 September 2023. To facilitate this, ARL and JHI have signed an addendum to the LAA to further extend the long stop date for Completion to 30 September 2023 or such other date as ARL and JHI may agree.
In the Company's circular dated 3 May 2023, the Board stated that following Completion it would be in Shareholders best interests for the Company's admission of the Ordinary Shares to trading on AIM to be cancelled and then for the Company to be wound up and for the JHI Common Shares to be distributed proportionately to the Company's shareholders on the register of members at the relevant time.
The Disposal and the Cancellation were approved by Shareholders at a general meeting of the Company held on 26 May 2023.
Trading in the Company's Ordinary Shares on AIM was suspended on 3 July 2023 as the Company had not published its audited annual report and accounts by 30 June 2023. The Suspension is expected to remain in place until Cancellation occurs.
The purpose of this Circular is to provide you with the background to, reasons for and details of the Winding Up and appointment of the Joint Liquidators and to explain why the Directors consider the Winding Up and appointment of the Joint Liquidators to be in the best interests of the Shareholders as a whole.
Members Voluntary Liquidation
Assuming the Resolutions are passed and Completion takes place, the Directors believe that it will be in Shareholders' best interests for the Company to be placed into members voluntary liquidation (MVL) and the surplus assets of the Company (after satisfying the Company's liabilities) be distributed to Shareholders. The Board intends to settle certain of the Company's liabilities of approximately £310,000 in JHI Common Shares. This will require approximately 530,000 JHI Common Shares, leaving a balance of approximately 7.9 million JHI Common Shares remaining for distribution to holders of Ordinary Shares. The cash portion of the consideration payable by JHI for the Licence is expected to cover the Company's remaining liabilities. These expectations are subject to further adjustment depending on the timing of Completion and any other accrued liability of the Company.
The appointment of the Joint Liquidators and the Company entering into a MVL process is dependent on the passing of the Resolutions.
The Directors consider the Winding Up and appointment of the Joint Liquidators to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions as the Directors intend to do in respect of their respective holdings of Ordinary Shares.
General Meeting
The Winding Up of the Company and appointment of its Joint Liquidators is conditional upon, amongst other things, Shareholders passing the Resolutions at the General Meeting. At the end of this document is a notice convening the General Meeting to be held at Argos House, H Jones Road, Stanley, Falkland Islands, at 5.00 p.m. (Falkland Islands time) on 22 September 2023, at which the Resolutions will be proposed.