Asa Resources Regulatory News (ASA)

Asa Resource Group plc (in Administration)

("Asa," or the "Company")

Update on Hearing

The Company is providing this announcement following the outcome of litigation between Rich Pro Investments Limited ("RPI") and the Joint Administrators which was heard in Court on Thursday 30 November 2017 ("the Hearing"), as previously announced by the Company on 24 November 2017.

In order to deal with an assertion by Mr Ning Yat Hoi in separate proceedings that the appointment of the Joint Administrators on 1 August 2017 was invalid, an application was made by ICO Design Partners Limited ("ICO"), a creditor of the Company, for a new administration order.

At the Hearing:

(1) The Court ordered that Mr Richard Fleming of Alvarez and Marsal Europe LLP and Mr Mark Skelton and Mr Trevor Birch of Duff & Phelps (collectively, "the New Administrators") be appointed as the administrators of the Company. The previous appointment of Mr Skelton and Mr Birch as administrators of the Company on 1 August 2017 was terminated.

(2) The application by ICO for a retrospective administration order was adjourned generally (with liberty to restore). As a result the Court has left open for a future date the questions of (a) the validity of the previous appointment and (b) whether, if invalid, the Court would make a retrospective administration order.

(3) Mr Ning was represented, and sought to leave a question mark over the validity of the prospective administration appointment (and in particular as to whether the Company was insolvent). ICO submitted, and it was determined by the judge, that the Company was cashflow insolvent both as at 1 August 2017 and as at the date of the Hearing.

(4) The Court ordered that the functions of the New Administrators will be governed by a protocol between the New Administrators (the "Protocol").

In accordance with the Protocol, the New Administrators will together, on a joint and several basis, review and determine (in accordance with the provisions of the Insolvency Act 1986) the appropriate exit route from administration. If the New Administrators consider that by reason of RPI's takeover and finance offer it is reasonably practicable to rescue ASA as a going concern and that a sale of the Company's assets (namely its shares in ASA Headco) would not achieve a better result for the Company's creditors as a whole than accepting RPI's takeover offer, then they will accept RPI's takeover offer. If they do not consider that will be the case, they will seek to realise the Company's assets (through a sale of the shares of ASA Headco Limited or otherwise). Any dispute between the New Administrators will be a matter for the Court. Mr Skelton and Mr Birch will continue to take the lead for all other functions of the Company's administration and in this regard, Mr Fleming is appointed jointly with Mr Skelton and Mr Birch and not on a several basis.

There can be no question of the validity of the appointment of the New Administrators, as ordered by the Court at the Hearing. If any creditor or shareholder of the Company requires any further information regarding the agreed functions of the New Administrators under the agreed Protocol, please contact asaresourcegroup@duffandphelps.com 

Contact

Asa Resource Group plc (in Administration)

c/o Duff & Phelps, The Shard, 32 London Bridge Street, London SE1 9SG

communications@asaresourcegroup.com

Nominated Adviser and Broker

SP Angel Corporate Finance LLP

John Mackay, Jeff Keating, Caroline Rowe

Tel: +44 (0) 20 3470 0470