16 Jun 2023 10:52
16 June 2023
ARGOS RESOURCES LIMITED
("Argos" or "the Company")
Update on Disposal, Cancellation and Suspension of Trading
Argos Resources Limited (AIM: ARG.L), provides an update on the proposed disposal of the Company's PL001 Production Licence interests in the North Falkland Basin to JHI Associates Inc. ("JHI").
On 3 May 2023, Argos announced that it had entered into a Licence Acquisition Agreement ("LAA") with JHI, pursuant to which JHI would acquire Argos' PL001 Production Licence interests in the North Falkland Basin (the "Licence") in return for consideration primarily comprising new JHI Common Shares (the "Disposal"). Assuming completion of the LAA, the Company's sole asset would be a holding in JHI Common Shares and in this scenario the Directors believed that it would be in the best interests of the Company and its shareholders to seek shareholder approval for cancellation of the admission of the Ordinary Shares to trading on AIM ("Cancellation"). The Disposal and the Cancellation were approved by Argos' shareholders at a general meeting of the Company held on 26 May 2023.
The Disposal remains subject to the Falkland Islands Government ("FIG") providing its consent to the transfer of the Licence, which is not expected before July 2023, with completion of the LAA now anticipated by the end of July 2023. To facilitate this, Argos and JHI have signed a deed of variation to the LAA which extends the long stop date for completion to 18 August 2023.
Annual Report & Accounts and Suspension of Trading
As stipulated by Rule 19 of the AIM Rules for Companies, the Company is required to publish its audited Annual Report for the 12 months to 31 December 2022 ("FY22 Accounts") by no later than 30 June 2023.
As a result of the delay to the completion of the LAA, the Company now expects that Cancellation will take place after 30 June 2023 and the Board confirms that it will not be in a position to publish the FY22 Accounts by this date.
Accordingly, trading in the Company's ordinary shares on AIM will be suspended with effect from 7.30 a.m. on 3 July 2023 ("Suspension"). Individuals who wish to buy or sell the Company's shares prior to Suspension must do so on or before 30 June 2023.
The Suspension may be lifted upon publication of the FY22 Accounts; however, shareholders should note that the Board does not expect to publish the FY22 Accounts prior to completion of the LAA and Cancellation occurring. If the Suspension is not lifted prior to Cancellation, the last day of dealings in the Company's Ordinary Shares on AIM would be 30 June 2023.
Following the Suspension and until Cancellation occurs, the Company will continue to make announcements in accordance with its obligations under the AIM Rules.
Cancellation of Admission to Trading on AIM
The Company will notify a definitive timetable for Cancellation as soon as practicable, following completion of the LAA.
As detailed in the Company's circular dated 3 May 2023 (the "Circular"), following Cancellation, the Board is intending to take the necessary actions 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. Shareholders will be written to separately on this in due course to provide further details and to seek shareholder approval at a further general meeting of the Company for the Company to be wound up and a liquidator appointed.
Further details on the Disposal and Cancellation are set out in the Circular, which is available on the Company's website www.argosresources.com.
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)