Last checked at 21 Apr 2009 14:22
21 April 2009 Kryso Resources plc ("Kryso" or the "Company")
Placing of 29,157,925 new Ordinary Shares at 8.779454 pence per Placing Share
Grant of Warrants
Conversion of £500,000 convertible loan into 9,090,909 new Ordinary Shares
Directors' authority to allot relevant securities and disapplication of pre-emption rights Appointment of the Proposed Directors Amendments to the Articles of Association and Notice of General Meeting.
Further to the announcement of proposed financing on 16 February 2009, the Company announces that a circular has today been posted to Shareholders in relation to, inter alia, a Placing of 29,157,925 new Ordinary Shares and convening a general meeting of the Company to be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 10 a.m. on 13 May 2009 in connection with that transaction.
Vassilios Carellas, Managing Director of Kryso, comments:
`As announced on 16 February 2009, Vertex has agreed to subscribe for new ordinary shares at a price of 8.78p per share for gross proceeds of £2.56 million, and as announced on 11 March 2009, Vertex has carried out legal, financial and technical due diligence on Kryso in connection with the Placing.
The proceeds of the Placing are to be applied primarily to the completion of the bankable feasibility study for the Pakrut gold project, to the definition of additional resources and reserves at Pakrut, and to further exploration at the Hukas nickel-copper project. It is expected that the completion of the Placing will significantly expedite the progress of the Pakrut gold project towards production.'
The Shareholder circular to which this announcement refers is available for download from the Company's website at www.kryso.com
For further information, please contact:
Vassilios Carellas/Dr. Trevor Davenport, Kryso Resources plc.
Tel: 020 7371 0600
Roxane Marffy/Brett Miller, Ruegg & Co Ltd.
Tel: 020 7584 3663
Jason Bahnsen, Fox-Davies Capital Ltd.
Tel: 020 7936 5200
Christian Dennis, Orbis Equity Partners Ltd.
Tel: 020 3178 3977
1. INTRODUCTION
On 16 February 2009, the Company announced that it had, on 13 February 2009, entered into a conditional subscription agreement with Vertex whereby Vertex had agreed to subscribe for 29,157,925 new Ordinary Shares at the Placing Price, representing the entire Placing. On 13 February 2009, the Company also entered into a mandatorily convertible loan agreement pursuant to which Vertex advanced £500,000 to the Company. The Convertible Loan will automatically convert into 9,090,909 Ordinary Shares on the Conversion Date, regardless of whether the Placing takes place.
Upon completion of the Placing and the Conversion, Vertex will own 38,248,834 Ordinary Shares representing 29.99 per cent. of the Enlarged Share Capital.
Application for the admission to trading on AIM, of the Conversion Shares and the Placing Shares, will be made and trading is expected to commence on 15 May 2009.
Under the terms of the Subscription Agreement, at completion of the Placing, Vertex will also be issued with warrants to subscribe at a price of 8 pence per share for up to such number of new Ordinary Shares which, following exercise of the Warrants and assuming no further issue of Ordinary Shares, would result in Vertex owning up to 51 per cent. of the Company's issued ordinary share capital. It is intended that the proceeds of the exercise of any Warrants will be used by the Company to finance its future operations.
The Placing is conditional, inter alia, on:
(i) the Directors receiving the necessary authority and power to allot and issue the Placing Shares and any new Ordinary Shares to be issued to Vertex on exercise of the Warrants;
(ii) the appointment of the Proposed Directors;
(iii) the making of certain amendments to the Company's articles of association;
(iv) no insolvency event, revocation of any existing exploration licences or unlifted suspension of the Company's shares from trading having occurred prior to Admission; and
(v) Admission occurring on or before 15 May 2009.
Accordingly the Company is seeking the necessary authority to allot relevant securities pursuant to section 80 of the 1985 Act and the power to disapply statutory pre-emption rights under section 95 of the 1985 Act in order to undertake the Placing, as set out in paragraph 10 below.
The approval of Shareholders to the waiver from the obligations of Rule 9 of the Takeover Code to make a general offer for the issued share capital of the Company, that Vertex does not already own, upon the exercise of any Warrants by Vertex is not being sought.
In the event that the Resolutions are not passed or any of the other conditions under the Subscription Agreement are not satisfied, Vertex has the right to waive all or any such conditions (save for (v) above relating to Admission occurring by the long-stop date of 15 May 2009) and complete the Placing.
2.PRINCIPAL TERMS OF THE PLACING
The Company is proposing to raise approximately £2.6 million (before expenses) by a placing of 29,157,925 new Ordinary Shares at 8.779494 pence each.
The Company has entered into a conditional Subscription Agreement whereby Vertex will subscribe for the entire Placing. This Subscription Agreement is conditional inter alia upon the passing of the Resolutions at the General Meeting and upon Admission occurring on or before 15 May 2009 although Vertex has the right to waive certain of the conditions.
The proceeds (after expenses) of the Placing are expected to amount to approximately £2.4 million and will be used for the activities described in paragraph 5 below.
The Placing Shares will, if issued, rank pari passu with the existing Ordinary Shares and are expected to be admitted to trading on AIM on the next business day following the Conversion Date.
The Warrants to be issued at completion of the Placing have an exercise price of 8 pence per Ordinary Share. It is envisaged that the proceeds of the exercise of Warrants will be used further to finance the operations of the Company.
3.PRINCIPAL TERMS OF THE CONVERSION
In order to secure interim financing in the period to completion of the Subscription Agreement, on 13 February 2009 the Company has also entered into a convertible loan agreement with Vertex. Pursuant to the Convertible Loan Agreement, the Company has received a loan in the principal amount of £500,000, which is unsecured and interest free and will be mandatorily converted into 9,090,909 new Ordinary Shares at 5.5 pence per share upon the earlier of the Subscription Agreement being terminated or lapsing in accordance with its terms and Admission.
The Conversion Shares will, when issued, rank pari passu with the existing Ordinary Shares and are expected to be admitted to trading on AIM on the next business day following the Conversion Date.
4.INFORMATION ON VERTEX
Vertex is a private company, established in October 2008 under the name of Naveen Holdings Limited. The company changed its name in February 2009 to Vertex Mining International (Cyprus) Limited. Vertex is a holding company and has never traded.
5.REASONS FOR THE PLACING
The net proceeds of the Placing will be applied primarily to completion of the ongoing bankable feasibility study on the Pakrut gold project and to the definition of additional reserves/resources at the Pakrut gold project and to further exploration at the Hukas nickel-copper project. The net Placing proceeds will also be used to repay the GBG Loan (to the extent it remains outstanding), to fund the ongoing compliance costs of the Company in connection with its listing on AIM, and to fund other working capital requirements.
6.TAKEOVER CODE
6.1General
The issue of the Placing Shares and the grant of the Warrants to Vertex give rise to certain considerations under the Takeover Code. Brief details of the Panel and the Takeover Code, and the protections they afford to Shareholders, are described below.
The Takeover Code is issued and administered by the Panel as the competent authority, pursuant to the 2006 Act. The Takeover Code applies to all takeovers and merger transactions, however effected, inter alia, where the offeree company is a listed or unlisted public company resident in the UK, the Channel Islands or the Isle of Man and to certain categories of private limited companies. The Company falls under the jurisdiction of the Takeover Code and, accordingly, Shareholders are entitled to the protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which, taken together with shares in which that person, and any person acting in concert with that person, is already interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.
Under Rule 9 of the Takeover Code, when any person or group of persons acting in concert individually or collectively are interested in shares which in aggregate carry at least 30 per cent. of the voting rights of a company but not more than 50 per cent. of the voting rights of a company and such person or any person acting in concert with him acquires an interest in any other shares, which increases the shares carrying voting rights in which he is interested, then that person or group of persons is normally required by the Panel to make a general offer to all the remaining shareholders to acquire their shares.
An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares acquired during the 12 months prior to the announcement of the offer.
Under the Takeover Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal) actively co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Control means the holding, or aggregate holdings, of interests in shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.
6.2Vertex's shareholding
Following completion of the Placing and Conversion, Vertex will be interested in 38,248,834 Ordinary Shares, representing in aggregate 29.99 per cent. of the Enlarged Share Capital. Vertex will also hold Warrants to subscribe for such number of Ordinary Shares which, if exercised in full, will result in an aggregate holding (together with persons acting in concert with it) of up to 51 per cent. of the voting rights of the Company. Assuming no further issue of Ordinary Shares, the exercise of any Warrants in part or in whole would result in Vertex being required to make a general offer to all remaining Shareholders to acquire their shares.
Vertex's holding following completion of the Placing and the grant of the Warrants is set out in the table below.
Existing Number of Number of Number of Percentage Number of Percentage shareholding Conversion Placing Ordinary holding in Warrants holding in
in the Shares Shares Shares the granted Enlarged Company subscribed held on Enlarged Share for Admission Share Capital if Capital Warrants exercised in full Nil 9,090,909 29,157,925 38,248,834 29.99 Up to Up to 51% 75,113,440
Shareholders should be aware that, following completion of the Placing and Conversion, Vertex will hold 29.99 per cent. of the Company's issued voting share capital.
The approval of Shareholders to the waiver from the obligation of Rule 9 of the Takeover Code to make a general offer for the issued share capital of the Company that Vertex does not already own upon the exercise of any Warrant by Vertex is not being sought.
6.3Future intentions
Save for the appointment of the Proposed Directors and the resignation of the Resigning Directors, the Proposed Directors and the Board do not intend that any material changes will be introduced to the Company's business as a result of the Placing and Conversion. In addition, Vertex has confirmed to the Board that it has no current intention to change the strategic plans for the Company as outlined in this document, the locations of the Company's places of business or the continued employment of its employees and management, including any material change in the conditions of employment nor will there be any redeployment of the fixed assets of the Company.
7.CHANGES TO THE BOARD
It is proposed that three of the Company's existing directors, Trevor Davenport, Andrew Malim and Craig Brown will resign from the Board with effect from and conditional upon Admission. Craig Brown will remain as Chief Financial Officer.
It is proposed that three new directors be appointed in the following capacities:
Mark Gyetvay - Proposed Non-Executive ChairmanStanislav Kotov - Proposed Non-Executive DirectorGennadiy Tolmachev - Proposed Non-Executive Director
The appointment of the Proposed Directors will be conditional upon Admission and will be subject to the passing of Resolutions 2, 3, and 4. It is intended that prior to Admission, each of Vassilios Carellas, Abuali Ismatov and Ferdinand Dippenaar will appoint Trevor Davenport as their respective alternate director under the articles of association of the Company.
Mark Anthony Gyetvay, aged 51
Mark Gyetvay studied at Arizona State University (Bachelor of Science, Accounting, 1981) and later at Pace University, New York (Graduate Studies in Strategic Management, 1995). After graduation, Mr Gyetvay worked in various capacities at a number of independent oil and gas companies where he specialised in financial and economic analysis for both upstream and downstream segments of the petroleum industry.
In 1994, Mr Gyetvay began his work at Coopers and Lybrand, New York, as Director, Strategic Energy Advisory Services, working for oil and gas companies in the USA and abroad. He subsequently moved to Moscow in 1995 with Coopers & Lybrand to lead the oil and gas practice and was admitted as a partner in July 1996. After the merger and foundation of PricewaterhouseCoopers in 1998, he assumed the role as a client service engagement partner in PwC's Global Energy, Utilities and Mining practice based in Russia (Moscow office).
As a Certified Public Accountant, a member of American Institute of CPA, an associate member of the Society of Petroleum Engineers, and a member of PwC's Petroleum Thought Leadership Council, Mr Gyetvay is a recognized expert in the oil and gas industry and a frequent speaker at industry conferences. He has published numerous articles on various oil and gas industry topics. Mr Gyetvay joined Novatek in June 2003 as Chief Financial Officer and Deputy Chairman of the Board.
Stanislav Vyacheslavovich Kotov, aged 37
Stanislav Kotov attained a Qualified Expert Certificate from the Russian Federal Commission on Securities and Capital Markets in 1998, and was awarded an MSc in Physics from Voronezh State University in 1994.
He is currently a non-executive director of Vertex Mining, was formerly director of Investor Relations, Corporate Finance and International Projects at the London representative office of Novatek and prior to that served as advisor to the chairman of the executive board and corporate secretary to the board of directors for Novatek in Moscow.
Gennadiy Fedorovich Tolmachev, aged 57
Gennadiy Tolmachev graduated in 1973 from Irkutsk Polytechnic University as a Mining Engineer. He began his career as a drilling foreman and progressed to become Head of Production and Engineering in the SevVostGeology State Company. From 1992, Mr Tolmachev served as CEO of Geozoloto Closed JSC and is CEO of Omsukchansk Mining Company JSC (a joint venture with Bema Gold Corporation).
In November 1998, Mr Tolmachev was appointed as a Deputy Governor of Russia's Magadan Region and served as the Head of Regional Department of Industry. In November 1999, Mr Tolmachev accepted the position of CEO of Yamal Mining Company, was elected as Chairman of KongorChrom LLC and served as the Head of Regional Mining and Exploration Projects for Peter Hambro Mining CJSC in the North Ural and Yamal Region. In November 2006, Mr Tolmachev became Head Engineer of Vertex Mining Company Closed CJSC and was elected as the Chairman of Hoozhir Enterprise LLC, Vertex Mining's subsidiary in Eastern Siberia.
Mr Tolmachev played an active role in the discovery and evaluation of the Nyavlengingskoe, Lunnoe, Arylakhskoe, Julietta and Novogodnee-Monto gold deposits in Russia while at Yamal Mining Company and the Zentralnoe and Zapadnoe chrome deposits in Russia. He has been involved in the development and mining of the Oirinskoe gold filed (Kubaka), the Julietta gold field, the Zentralnoe chrome deposits and a number of alluvial gold deposits.
8.ADDITIONAL INFORMATION ON THE PROPOSED DIRECTORS
The directorships of the Proposed Directors currently held and held over the 5 years preceding the date of this document are as follows:
Current directorships Past directorships Mark Gyetvay Novatek OJSC PricewaterhouseCoopers Stanislav Kotov Vertex Mining Company CJSC Novatek OJSC EWI Capital Limited EWI LLP Gennadiy Tolmachev Hoozhir Enterprise LLC Yamal Mining Company OJSC YamalZoloto OJSC Kongor-Chrom OAO
None of the Proposed Directors have any unspent convictions, have been declared bankrupt or have been the subject of an individual voluntary arrangement. None of the Proposed Directors were directors of any company at the time of, or within the 12 months preceding, its bankruptcy, receivership, administration, liquidation, company voluntary arrangement or composition or arrangement with its creditors generally. There have been no public criticisms of any of the Proposed Directors by any statutory or regulatory authority and no Proposed Director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. No Proposed Director was a partner in any partnership at the time, or within 12 months preceding, its compulsory liquidation, dissolution, administration or partnership or voluntary arrangement. None of the Proposed Directors has been contacted by the Department of Trade and Industry in connection with their conduct with respect to any of the companies set out above.
9.DILUTION OF SHAREHOLDERS
Due to cost constraints and timing issues, the Board has determined that it would not be practical nor likely to promote the success of the Company for the benefit of the members as a whole to issue a prospectus, which would have permitted the participation of all Shareholders in the Placing. As a consequence, the Placing will result in Shareholders suffering significant dilution.
10.AUTHORITY TO ALLOT SHARES AND POWER TO DISAPPLY STATUTORY PRE- EMPTION RIGHTS
The exercise of all the Warrants (in addition to the issue of the Placing Shares and the Conversion Shares) would exceed the Directors' current authority to allot securities, which is not reserved for the exercise of Options or warrants to persons other than Vertex.
Resolution 1 will be proposed as an ordinary resolution to provide the Directors with authority to allot relevant securities (within the meaning of the 1985 Act) up to an aggregate nominal amount of £2,500,000. This authority restates and replaces the Directors' existing authority granted at the Company's annual general meeting held on 23 July 2008 and following the Placing and the Conversion would leave the Directors with authority to allot relevant securities up to an aggregate nominal amount of £319,824.88 representing 25.09 per cent. of the Enlarged Share Capital (assuming the exercise of all outstanding options and warrants).
In order to provide the Directors with the power to allot equity securities (within the meaning of section 94(2) of the 1985 Act) for cash without first offering those equity securities to Shareholders in accordance with section 89 (1) of the Act, Resolution 5 (which is subject to Resolution 1 being passed) will be proposed as a Special Resolution to provide the Directors with power to allot equity securities as if section 89(1) of the 1985 Act did not apply to such allotments:
(i) in connection with rights issues and other pre-emptive offers for cash to Shareholders;
(ii) in connection with the issue of shares pursuant to the Company's share option schemes;
(iii) in connection with the issue of the Placing Shares;
(iv) in connection with the issue of the Conversion Shares;
(v) in connection with the issue of shares pursuant to the exercise of Warrants; and
(vi) otherwise, up to an aggregate nominal amount of £65,000.
11.ARTICLES OF ASSOCIATION
As a requirement of the Subscription Agreement, amendments to the articles of association of the Company are being proposed which, inter alia, would set a minimum number of Directors of two and a maximum of six, and give the Chairman a casting vote at board meetings (with consequential amendments relating to alternate directors appointed by the Chairman). These amendments are set out in Resolution 6, which is proposed as a special resolution.
A copy of the amended articles of association will be available for inspection at the registered office of the Company and on the Company's website, www.kryso.com
12.GENERAL MEETING
Shareholders will find set out at the end of this announcement, a notice convening a general meeting of the Company to be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 10 a.m. on Wednesday 13 May 2009 for the purpose of considering, and if thought fit, passing the following Resolutions:
1. to give the Directors authority to allot shares up to an aggregate nominal value of £2,500,000 (in substitution for the existing authorities which theDirectors have);
2. to appoint Mark Gyetvay as a director;
3. to appoint Stanislav Kotov as a director;
4. to appoint Gennadiy Tolmachev as a director;
5. to give the Directors the power to disapply statutory pre-emption rights in connection with the issues of further shares; and
6. to amend the articles of association of the Company.
To be passed, Resolutions 1, 2, 3, and 4 require a majority of more than 50 per cent. and Resolutions 5 and 6 require a majority of 75 per cent. or more of votes to be cast by Shareholders voting in person or by proxy in favour of the respective Resolutions (either on a show of hands or on a poll).
If the Resolutions are not passed, or waived by Vertex, the Directors may need to consider other options to finance the continuing development of the Company, as the completion of the Placing is conditional on the passing of the Resolutions without amendment. Vertex has the right to waive this and the other conditions contained in the Subscription Agreement. (see paragraph 1 above).
13.ACTION TO BE TAKEN
Shareholders will find enclosed with the circular a Form of Proxy for use by Shareholders in connection with the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible and in any event not later than 10 a.m. on 11 May 2009, being 48 hours before the time appointed for holding the General Meeting. Completion and return of a Form of Proxy will not preclude Shareholdersfrom attending the meeting and speaking and voting in person if theyso choose.
14. RECOMMENDATION BY THE DIRECTORS
The Directors, who have been so advised by Ruegg & Co Limited, consider the Placing to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. In providing advice to the Directors, Ruegg & Co Limited has taken into account the Directors' commercial assessments.
Accordingly, the Directors recommend that you vote in favour of the Resolutions in respect of the Placing, and in respect of the other business of the General Meeting, as they intend to do in respect of their own beneficial holdings amounting in aggregate to 21,450,000 Ordinay Shares, representing approximately 24.0 per cent. of the Existing Share Capital.
KRYSO RESOURCES PLC
(Incorporated and registered in England and Wales with registered no. 5190505)
Notice of General Meeting
Notice is hereby given that a General Meeting (the "Meeting") of Kryso Resources plc (the "Company") will be held at the offices of Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX at 10 a.m. on Wednesday 13 May 2009.
This Notice concerns matters described in a circular to shareholders of the Company from the Chairman dated 21 April 2009 (the "Circular") concerning the subscription by Vertex Mining International (Cyprus) Limited, formerly Naveen Holdings Limited (the "Investor") for new ordinary shares of £0.01 each in the capital of the Company (the "Ordinary Shares") and the grant by the Company to the Investor of warrants to subscribe for Ordinary Shares. Words and expressions not otherwise defined in this notice shall have the same meanings as in the Circular.
Please refer to the definitions set out on pages 4 to 6 of the Circular for defined terms used in this notice.
You will be asked to consider and, if thought fit, pass the following resolutions of which resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and resolutions 5 and 6 will be proposed as special resolutions.
ORDINARY RESOLUTIONS
1. In substitution for all previous authorities which are hereby revoked to the extent not previously utilised, the directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of £2,500,000, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company but the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution 1 has expired.
2. That Mark Gyetvay, having consented so to act, be and is hereby appointed as a director of the Company with effect from admission to trading on AIM, a market operated by London Stock Exchange plc, of the shares referred to in Resolution 5(c) and 5(d) below.
3. That Stanislav Kotov, having consented so to act, be and is hereby appointed as a director of the Company with effect from admission to trading on AIM, a market operated by London Stock Exchange plc, of the shares referred to in Resolution 5(c) and 5(d) below.
4. That Gennadiy Tolmachev having consented so to act, be and he hereby appointed as a director of the Company with effect from admission to trading on AIM, a market operated by London Stock Exchange plc, of the shares referred to in Resolution 5(c) and 5(d) below.
SPECIAL RESOLUTIONS
5. Subject to the passing of resolution 1 above, the directors of the Company be and are hereby empowered pursuant to section 95 of the Companies Act 1985 (the "Act") to allot equity securities (within the meaning of section 94(2) of the Act) wholly for cash pursuant to the authority conferred by resolution 1 as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of ordinary shares of £0.01 each in the capital of the Company in proportion (as nearly as may be practicable) to their respective holdings of such ordinary shares, but subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
(b) in connection with the issue of any new ordinary shares of £0.01 each in the capital of the Company pursuant to the exercise of any options granted under the Company's unapproved employee share option scheme, adopted by the board of the Company on 24 November 2004 (as amended or replaced from time to time);
(c) in connection with the issue of 29,157,925 new ordinary shares of £0.01 each in the capital of the Company to the Investor pursuant to the Subscription Agreement;
(d) in connection with the issue of 9,090,909 new ordinary shares of £0.01 each in the capital of the Company to the Investor pursuant to the Convertible Loan Agreement;
(e) in connection with the issue of up to 75,113,440 new ordinary shares of £0.01 each in the capital of the Company pursuant to the exercise of the Warrants;
(f) otherwise than pursuant to sub-paragraphs (a) to (e) above up to an aggregate nominal amount of £65,000;
and shall expire on the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution 5 has expired.
6. That the Articles of Association of the Company be and are hereby amended as follows:
(a) Article 105 shall be deleted in its entirety and replaced with "The Directors shall be not less than two in number and there shall be a maximum number of six Directors."
(b) Article 123 shall be amended by inserting the following sentence immediately before the last sentence "Any alternate Director appointed by the Chairman shall chair the meeting(s) at which he is appointed to attend."
(c) The square brackets contained in Article 145.1 shall be deleted.
(d) A new Article 145.3 shall be inserted as follows: "Questions arising and resolutions being proposed at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled, in the absence of each of his appointors, to a separate vote on behalf of each of his appointors in addition to his own vote."
(e) Article 149 shall be amended by including the words "(or any alternate Director appointed by them)" immediately following the words "neither the Chairman nor any Deputy Chairman" in the second sentence.
By order of the BoardCraig BrownCompany secretaryKRYSO RESOURCES PLCRegistered in England and Wales No. 5190505
21 April 2009
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
"1985 Act" the Companies Act 1985 (as amended) "2006 Act" the Companies Act 2006 "acting in concert" has the meaning given to such term in the Takeover Code "Admission" the admission of the Placing Shares and the Conversion Shares to trading on AIM becoming effective in accordance with the AIM Rules "AIM" the market of that name, operated by the London Stock Exchange "AIM Rules" the AIM Rules for Companies published by the London Stock Exchange "Board" or "Directors" the directors of the Company as at the date of this document, whose names appear on page 6 of this document "Company" or "Kryso" Kryso Resources plc "Continuing Directors" Vassilios Carellas, Abuali Ismatov and Ferdinand Dippenaar "Conversion" the proposed conversion of the Convertible Loan pursuant to the Convertible Loan Agreement "Conversion Date" the earlier of (i) Admission and (ii) the date on which the Subscription Agreement is terminated or lapses in accordance with its terms "Conversion Price" 5.5 pence per Conversion Share "Conversion Shares" the 9,090,909 new Ordinary Shares to be issued at the Conversion Price pursuant to the Convertible Loan Agreement "Convertible Loan" the loan of £500,000 advanced pursuant to the Convertible Loan Agreement "Convertible Loan Agreement" the loan agreement dated 13 February 2009 between the Company and Vertex "Deeds of Variation" the deeds of variation to be entered into between each of Vassilios Carellas and Abuali Ismatov, amending their respective service agreements to provide for a fixed term of 12 months from the date of Admission "Enlarged Share Capital" the 127,496,119 Ordinary Shares in issue immediately following the Placing and Conversion, assuming no further issue of Ordinary Shares "Existing Share Capital" the 89,247,285 Ordinary Shares in issue as at the date of this document "FSA" Financial Services Authority "Form of Proxy" the form of proxy enclosed with this document for use in connection with the General Meeting "GBG Loan" the convertible loan agreement dated on or around 25 April 2008 between Great Basin Gold Limited and Kryso pursuant to which Kryso was granted a facility of up to a maximum principal amount of £ 500,000 "General Meeting" the general meeting of the Company, to be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 10 a.m. on 13 May 2009 "Hukas nickel-copper the Company's wholly owned operations within the project" area covered by the Hukas exploration licence in the Gishun Licence Area granted by the Government of Tajikistan to Limited Liability Company Kuhi Zarrin (a wholly owned subsidiary of Kryso BVI) "Kryso BVI" Kryso Resources Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Kryso "London Stock Exchange" London Stock Exchange plc "Notice" the notice convening the General Meeting set out at the end of this document "Novatek" Open Joint Stock Company Novatek, a public company incorporated in the Russian Federation "Official List" the official list of the UK Listing Authority "Options" the share options granted pursuant to the Company's unapproved employee share option scheme, adopted by the board of the Company on 24 November 2004 "Ordinary Shares" the ordinary shares of 1 pence each in the share capital of the Company "Pakrut gold project" the Company's wholly owned operations within the area covered by the Pakrut exploration licence granted by the Government of Tajikistan to Limited Liability Company Pakrut (a wholly owned subsidiary of Kryso BVI) "Panel" the Panel on Takeovers and Mergers "Placing" the conditional placing of the Placing Shares pursuant to the Subscription Agreement "Placing Price" 8.779454 pence per Placing Share "Placing Shares" the 29,157,925 new Ordinary Shares to be issued under the Placing "Proposed Directors" Mark Gyetvay, Stanislav Kotov and Gennadiy Tolmachev "Prospectus Rules" the prospectus rules of the FSA and contained in the FSA's Prospectus Rules sourcebook "Registrar" Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA "Regulatory Information any service by which companies can disseminate service'' information to AIM in accordance with the AIM Rules "Resigning Directors" Trevor Davenport, Andrew Malim and Craig Brown "Resolutions" the resolutions set out in the Notice "Ruegg" Ruegg & Co Limited, nominated adviser to Kryso "Shareholders" the holders of Ordinary Shares "Subscription Agreement" the conditional subscription agreement dated 13 February 2009 between the Company and Vertex relating to the Placing "Takeover Code" the City Code on Takeovers and Mergers, published by the Panel "Vertex" Vertex Mining International (Cyprus) Limited (previously known as Naveen Holdings Limited) "Vertex Mining" Vertex Mining Company CJSC "Warrants" warrants to subscribe for up to 75,113,440 Ordinary Shares in cash at 8 pence per Ordinary Share or, if less, such number of new Ordinary Shares which would result in Vertex having in aggregate (together with persons acting in concert with it) a 51 per cent. interest in the Company's issued share capital, exercisable at any time from six months after Admission to the date falling five years after Admission, to be constituted under the Warrant Instrument "Warrant Instrument" the warrant instrument to be constituted by the Company pursuant to the Subscription Agreement
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