Last checked at 20 Dec 2006 15:00
For release at 15.00 GMT 20 December 2006
Kryso Resources plc (KYS) Placing of shares and warrants
Kryso Resources plc, the mineral resources exploration and development company based in Tajikistan, announces the formation of a strategic alliance with Great Basin Gold Limited through the placing with Great Basin of new Ordinary Shares at 10 pence per share and the issue of warrants at 15 pence per share.
Highlights
* Placing of 10 million new ordinary shares at 10p to raise ‚£1 million before expenses. * Issue of 5 million warrants exercisable at 15p per share. * Proceeds to be used to continue the exploration diamond drill programme at the Pakrut Gold Deposit ("Pakrut"), simultaneously to complete the feasibility study on Pakrut and to conduct a geophysical survey and drill programme at the Hukas Nickel Copper project. * A strategic alliance formed between Kryso Resources plc and Great Basin Gold Limited which is part of the Hunter Dickinson Inc. group of companies. * Great Basin would also have the right to appoint one director to Kryso's Board of Directors and a technical advisor to the management team.
Commenting on the Placing, Vassilios Carellas, Chief Executive Officer of Kryso Resources plc said: "Kryso is at a stage whereby additional funding is required to continue with its operations to achieve the set goals. By bringing Great Basin Gold onboard as a strategic partner, Kryso has resolved its financing requirements and simultaneously acquired access to a renowned team of technical expertise, which will greatly assist Kryso to develop its existing properties and acquire additional properties in the region."
Summary
Kryso Resources plc ("the Company") announces that it has entered into an agreement with Great Basin Gold Limited ("Great Basin Gold") to complete a placing of 10,000,000 new Ordinary Shares at 10 pence per share to raise ‚£1 million before expenses. This is a significant equity fundraising for the Company and Great Basin Gold will own 15.24 per cent of the Enlarged Issued Share Capital after the placing.
Under the terms of the placing Great Basin Gold will also be issued one Warrant for every two shares issued in the placing, subject to receiving relevant shareholder approval at the Company's next AGM. The Company's Directors will support relevant resolutions by way of irrevocable undertakings to vote in favour thereof.
The shares subscribed for by Great Basin Gold are subject to a lock-up for a period of 12 months from the date of issue and this will apply to shares subscribed for under the Warrants.
Great Basin would also have the right to appoint one director to Kryso's Board of Directors and a technical advisor to the management team.
Great Basin Gold
Great Basin Gold is developing mining assets in the Witwatersrand Basin in South Africa and the Carlin Trend of Nevada, USA. Great Basin has a healthy balance sheet, is debt free with a strong working capital position.
Great Basin Gold is part of the Hunter Dickinson Inc. group of companies which is an acknowledged leader in the Global Mining Industry. There are a total of eight listed public companies in the Hunter Dickinson group which are involved in exploration through to large scale mining, in a variety of metals including Gold, PGMs and Base Metals.
The Hunter Dickinson group is proud that it has a team of multi-disciplinary mining professionals behind every Hunter Dickinson company, composed of industry leaders in the fields of geoscience, engineering, the environmental sciences, finance and investment, property acquisition, regulatory and government affairs, and community development. Hunter Dickinson Inc is capitalised at over 1.6 billion Canadian dollars.
Reasons for the Placing and Use of Proceeds
The Directors propose to use the net proceeds of the funds raised pursuant to the Placing to continue with the exploration diamond drill programme at Pakrut and simultaneously complete the feasibility study on the Pakrut Gold Deposit. The funds will also be used by the company to carry out an electromagnetic survey at its Hukas Nickel Copper project as well as an exploration diamond drill programme to test the known near surface mineralization.
Terms of the Placing
Pursuant to a share and warrant purchase agreement dated 18 December 2006 between Great Basin Gold and the Company (the "Agreement"), Great Basin Gold has agreed to subscribe for 10,000,000 new Ordinary Shares of 1 penny each in the capital of the Company at a subscription price of 10 pence per share. Further pursuant to the Agreement, the Company has agreed to issue to Great Basin Gold 5,000,000 warrants, each warrant giving the right to subscribe for one new Ordinary Share at a price of 15 pence per share for a period of 24 months from the date of issue (the "Warrants"). The issue of the Warrants is subject to the approval of the shareholders of the Company at the next AGM. The Company undertakes to use its best efforts to obtain the relevant shareholder approval.
Under the Agreement, Great Basin Gold is given a pre-emptive right to participate in any new issue of shares by the Company pro-rata to its existing shareholding, subject to certain exclusions, including the issue of shares in respect of the acquisition of mining rights, real estate or a corporate entities, and including the issue of shares pursuant to the exercise of employee share options. Where any new issue of shares is proposed by the Company, Great Basin Gold has 10 days in which to exercise the right which otherwise lapses. The pre-emptive right is personal to Great Basin Gold and does not transfer with the shares to be allotted to it under the Agreement. The pre-emptive rights lapse after five years.
Pursuant to the Agreement, the Company has agreed to appoint a new director nominated by Great Basin Gold. Once appointed, the nominated director will be subject to retirement by rotation in the normal way.
The Agreement contains representations and warranties given by the Company to Great Basin Gold as to the organisation, good standing, mineral rights, assets and other matters relating to the Company and its business.
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For further enquires, please contact:
Kryso Resources plc - www.kryso.com
Vassilios Carellas Tel: 07970 756 352
Craig Brown Tel: 07947 464 188
Hichens, Harrison & Co plc
Dave Paxton Tel: 020 7382 7785
Ruegg & Co Limited
Brett Miller Tel: 020 7584 3663
Adventis Financial PR
Chris Steele Tel: 07979 604 687
Peter Binns Tel: 07768 392 582
KRYSO RESOURCES PLC