21 May 2012 07:00
For immediate release: 21 May 2012
CIC Mining Resources Ltd.
("CIC" or the "Company")
Holdings Update & Equity Sale
CIC (AIM: CICR), the consulting and advisory firm operating primarily in the mining and energy infrastructure sectors, is pleased to announce that it has sold shares in CIC Precious Metals Limited ("CICP") and Emulsion Fuel Limited ("Emulsion") with attached warrants that have generated initial cash receipts of US$300,000 (approximately £189,000) in relation to the CICP transaction and £150,000 in relation to the Emulsion transaction (the 'Initial Payment') to the Company. The Initial Payment represents 10% of the full consideration that might be payable to the Company in connection with these transactions.
CICP Transaction
In respect of the CICP transaction, the balance of the purchase price which will not exceed US$2.7 million (approximately £1.7 million) will be payable within 3 years of the IPO of CICP ("CICP Balance Due Date"). There is no guarantee that the IPO of CICP will be achieved or that the balance of the purchase price will be paid.
The CICP sale agreement provides inter alia that:
·; the purchaser may sell all or any of the CICP shares acquired notwithstanding that the full purchase price has not been paid;
·; if the purchaser sells any such shares (or shares issued on the exercise of the warrants) then the balancing payment of up to US$2.7 million will be reduced and the purchaser shall be entitled to retain sufficient monies to enable the purchaser to realise proceeds equal to US$300,000 (net of tax and certain foreign exchange costs) (the "Make Whole Amount");
·; the purchaser has realised the Make Whole Amount then the purchase price will be further reduced in accordance with and as provided in the agreement if the CICP shares are sold at an average price of less than 30 p per share. In no circumstances will the purchaser be required to pay to the Company an amount equal to the Make Whole Amount and accordingly the balancing payment shall be reduced by the Make Whole Amount; and
·; the purchaser can put the CICP shares and warrants on the Company prior to the Balance Due Date and if it does so then its liability to pay the balance of the purchase price will be reduced.
Emulsion Transaction
In respect of the Emulsion transaction, the balance of the purchase price which will not exceed £1.35 million will be payable within 2 years of the IPO of Emulsion ("Emulsion Balance Due Date"). There is no guarantee that the IPO of Emulsion will be achieved or that the balance of the purchase price will be paid.
The Emulsion sale agreement provides inter alia that:
·; the purchaser may sell all or any of the Emulsion shares acquired notwithstanding that the full purchase price has not been paid;
·; that the purchaser may put the Emulsion shares on the Company prior to the Emulsion Balance Due Date and if it does so then its liability to pay the balance of the purchase price will be reduced by 30p per share put by the purchaser on the Company; and
·; that if the purchaser has not recovered the initial payment amount of £150,000 from the net sale proceeds (after deducting direct selling costs) of the Emulsion shares, warrants or shares issued on exercise of the warrants ("Net Sale Proceeds") then the Company will pay the purchaser an amount equal to such initial payment of £150,000 less the Net Sale Proceeds.
Under both the CICP and Emulsion agreements the Company has provided certain warranties and indemnities to the purchaser.
Subject to market conditions, the directors of CIC are making every effort to progress the IPOs of both CICP and Emulsion.
As a result of these share transactions, the Company now holds 31.5% of the issued share capital of Emulsion. CIC's holding in the issued share capital of CICP, however, remains at 48% as the shares which have been sold were new shares which were due to be issued to the Company in payment of consulting and advisory services.
Stuart Bromley, Chairman and CEO of CIC, commented:
"We are delighted to have completed these two transactions as both demonstrate the value CIC is able to unlock through its advisory services to increase share holder value as we seek to move CICP and Emulsion to IPO. CIC is now executing its business model of gaining cash income from equity sales of businesses we hold interests in."
-Ends-
Contact details |
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CIC Mining Resources Ltd | Northland Capital Partners Limited | GTH Communications | |
Stuart J. Bromley | Luke Cairns / Tim Metcalfe | Toby Hall /Suzanne Johnson-Walsh | |
+86 136 0113 1912 | +44 (0)20 7796 8800 | +44 (0)20 3103 3903 |
CIC Mining Resources Ltd
The Company is a consulting and advisory company, operating primarily in the mining and energy infrastructure sectors. The Company seeks to provide consulting and advisory services to entities operating at various stages of resource development, and the exclusive right to control the public listing process of any client company if the client company is an unlisted company.
Mining and energy infrastructure companies or projects will include those involved in the exploration for, and extraction of, base metals, precious metals, bulk commodities, thermal and metallurgical coals, industrial metals, hydrocarbons, renewables and new technologies, including single-asset as well as diversified natural resources companies.
The core services provided by CIC Mining Resources are: the Advisory Service which provides a range of technical, project management, strategic and commercial services; the Strategic Investment Service which helps companies source investment from industry partners for which the Company will typically receive an equity interest; and Advice on Listings where the Company helps the client realise value by listing on a Stock Exchange. www.cicresources.com