30 May 2023 12:53
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Egdon Resources plc
("Egdon" or the "Company")
Proposed Extension of Existing Warrants
As part of the equity fundraising announced on 30 June 2021, the Company issued warrants exercisable at 2.5p expiring on 20 July 2023 (the "Warrants").
The Company announced on 17 May 2023 that it had reached agreement with Petrichor Partners, LP ("Petrichor") with regard to the terms of a recommended all cash acquisition by Petrichor for the entire issued and to be issued ordinary share capital (other than those shares already owned by or on behalf of Petrichor) of Egdon (the "Acquisition"). Under the terms of the Acquisition, which will be effected by a scheme of arrangement under the Companies Act ("Scheme") and therefore be subject to shareholder approval and Court approval (and certain conditions and terms which will be set out in the Scheme Document when it is published in due course), Egdon Shareholders would be entitled to receive 4.5 pence for each Egdon Share held valuing the entire issued and to be issued share capital of Egdon at approximately £26.64 million on a fully diluted basis. The Scheme is expected to be completed in the third quarter of 2023.
It was also announced that holders of Warrants will be contacted regarding the effect of the Acquisition on their Warrants and an appropriate proposal will be made to such holders of Warrants in due course in respect of any outstanding Warrants. Details of the proposal will be set out in separate letters to be sent to holders of Warrants.
As at today's date, there are 30,408,000 outstanding Warrants. As the expiry date of the Warrants is earlier than the anticipated Effective Date of the Scheme, the Company, with the consent of the requisite majority of holders of warrants, has agreed to extend the expiry date of the Warrants to 31 December 2023 (being the Long Stop Date for the Scheme).
This announcement has been made with the approval of Petrichor.
For further information, please contact:
Egdon Resources Plc Mark Abbott
| Tel +44 1256 702292 |
VSA Capital Limited Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon Andrew Raca, Matthew Harker
| Tel +44 203 005 5000 |
WH Ireland Limited Nominated Adviser and Joint Broker to Egdon Antonio Bossi, Chris Hardie and James Bavister | Tel +44 207 220 1666 |