Jangada Mines Regulatory News (JAN)

Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector: Mining

17 July 2019

 Jangada Mines plc ("Jangada" or the "Company")

Proposed Disposal of the Pedra Branca Project and Notice of General Meeting

Jangada Mines plc, a natural resources company, is pleased to announce that, further to its announcement of 28 May 2019, it has now entered into a binding Share Purchase Agreement with ValOre Metals Corp. ("ValOre") and PBBM Holdings Ltd., a wholly-owned subsidiary of ValOre, for the sale, subject to satisfaction of a number of conditions, of 100% of its interest in Pedra Branca do Brasil Mineração Ltda., the entity that holds the Pedra Branca Project, to ValOre ('the Disposal'). The maximum consideration payable for the Disposal is an aggregate of approximately £5.64 million based on ValOre's financing price of C$0.25 per common share pursuant to the VO Equity Raise.

The Disposal is of sufficient size relative to that of the Group to constitute a disposal resulting in a fundamental change of business pursuant to Rule 15 of the AIM Rules and Completion is, therefore, conditional upon the approval of Shareholders.

Accordingly, on 17 July 2019, the Company will be posting a circular (the "Circular"), along with a Form of Proxy, to shareholders convening a General Meeting to be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at 10.00 a.m. on Friday, 2 August 2019. The Notice convening the General Meeting and setting out the Resolution to be considered at it, is set out at the end of the Circular.

The key sections of the Circular have been included in the announcement below.

Unless the context requires otherwise, definitions used in this announcement and the Circular are set out at the end of this announcement.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

For further information, please visit www.jangadamines.com or contact:

LETTER FROM THE CHAIRMAN OF JANGADA MINES PLC

Introduction

Your Board announced on 28 May 2019 that the Company entered into a binding letter agreement (the "Agreement") with ValOre, for the sale, subject to satisfaction of a number of conditions (set out further below), of 100% of Pedra Branca do Brasil Mineração Ltda. ("Pedra Branca"), the entity that holds the Pedra Branca Project, to ValOre.

The Company has now entered into a binding Share Purchase Agreement with ValOre and the Purchaser. The Company is the registered and beneficial owner of 23,862,321 quotas of Pedra Branca, which represents 99.99% of all outstanding quotas of Pedra Branca (the "Purchased Shares"), while FFA Holding & Mineração Ltda. ("FFA") is the registered and beneficial owner of 1 quota of Pedra Branca, which represents 0.01% of all outstanding quotas of Pedra Branca (the "FFA Share"). Under the terms of the Share Purchase Agreement, Jangada has agreed to sell the Purchased Shares to the Purchaser and FFA has agreed to transfer the FFA Share to ValOre.

The Share Purchase Agreement sets out that the following consideration is payable to Jangada pursuant to the Disposal:

1. the issuance and allotment to Jangada of the:

a. Initial Consideration Shares on the date of closing of the Disposal ("Completion");

b. Post-Closing Consideration Shares in six equal tranches commencing on the date falling six months after Completion and ending on the date falling thirty-six months after Completion, subject to any adjustment as further described in Part 2 of the Circular; and

2. cash payments to Jangada in the aggregate of C$3,000,000, as follows:

a. C$250,000, which has been received by Jangada;

b. C$750,000 payable on Completion;

c. C$1,000,000 on, or before, 3 months after Completion; and

d. C$1,000,000 on, or before, 6 months after Completion.

The issue of the Consideration Shares would give Jangada an interest of approximately 33 per cent. in the current share capital of ValOre as enlarged by the issue of the Consideration Shares, but prior to the issue of the new common shares in ValOre pursuant to the ValOre Equity Raise. On Completion, Jangada will have the right to nominate two individuals to the ValOre Board with one nominee to be appointed immediately and one nominee to be appointed as an observer to the ValOre Board, with the intention that such observer shall be appointed to the ValOre Board at the next annual general meeting of ValOre following Completion. The two nominees will also be nominated for re-election at the annual general meeting of ValOre in 2020. Subsequently, Jangada's right to nominate up to two directors may be extended if mutually agreed in writing by ValOre, Jangada and each of the nominee board members.

Pursuant to the Share Purchase Agreement, Jangada has agreed that, for so long as it holds 10% or more of the issued and outstanding common shares of ValOre, in the event Jangada wishes to sell any of its holding of ValOre shares it will give ValOre the opportunity to find buyers for such shares on a best price and best execution basis, with a view to maintaining an orderly market for the issued and outstanding common shares in ValOre.

The Disposal is of sufficient size relative to that of the Group to constitute a disposal resulting in a fundamental change of business pursuant to Rule 15 of the AIM Rules and Completion is, therefore, conditional upon the approval of Shareholders.

Accordingly, your approval of the Disposal is being sought at a General Meeting of the Company to be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at 10.00 a.m. on Friday, 2 August 2019. The Notice convening the General Meeting and setting out the Resolution to be considered at it is set out at the end of the Circular. A summary of the action you should take is set out in paragraph 9 of Part 1 of the Circular and on the Form of Proxy which accompanies the Circular.

Further details of the Disposal and the Share Purchase Agreement are set out below and in Part 2 of the Circular.

The purpose of the Circular is to give you further details of the Disposal, including the background to and reasons for it, to explain why the Directors consider it to be in the best interests of the Company and its Shareholders as a whole.

Shareholders should be aware that if the Resolution is not approved at the General Meeting the Disposal will not proceed. Accordingly, the Board would need to consider alternative strategies for the Group, including any associated financing for further development of the Company's projects, of which there is no guarantee it would be forthcoming on acceptable terms or at all.

Background to and reasons for the Disposal

As announced on 28 May 2019, whilst the Board continues to believe very strongly in the Pedra Branca Project and its prospects, since the Company's IPO in June 2017, the Board has found there to be limited support in the UK financial markets for financing a PGM project. In the Board's view, the support that Jangada has experienced is at odds with both the independent experts' value of the underlying assets and the level of support given to projects with similar asset suites on other bourses. The Board is disappointed that, notwithstanding Jangada's success at developing its two projects, the UK financial markets have not responded as expected.

The Board believes that the Pedra Branca Project will continue to develop strongly as a project, but, in order to continue that development, the project requires stronger financial market support, which the Board believes ValOre will experience in Canada. It is for this reason that Jangada has made the decision to proceed with the Disposal which will see ValOre raising finance to continue the development of the Pedra Branca Project and allow the Company to maintain an interest in a project that will be funded through to its next stage of development. In addition, Jangada has the right to appoint two nominees to the ValOre Board. Additionally, the Disposal provides for the payment of cash consideration at Completion and in two tranches in the six-months following Completion. This cash consideration allows Jangada to continue to progress its remaining assets without the need to seek further equity financing, thereby alleviating the need for the issuance of further shares at this time.

Recognising the difficulties of financing PGM projects in the UK markets, since October 2017, the Board has increasingly focused its efforts on proving up the vanadium potential of Pitombeiras. To this end, on 5 February 2019, the Company reported the results of its vanadium drilling campaign, which confirmed the presence of a high-grade deposit with the potential for significant resource delineation. 

The Board believes there is strong support for vanadium as an asset class, primarily driven by its importance as an input to battery metals, and assuming completion of the Disposal, the Board considers that it's in the best interests of shareholders to focus the Company's resources on pursuing the development of Pitombeiras. In the near term, this would involve further drilling and metallurgical work, the results of which would then dictate the path forward for development. A NI 43-101 compliant CPR is already underway, which is expected to be completed by the Company during Q3 2019. The Disposal includes a cash consideration component allowing Jangada to substantially progress the development of Pitombeiras.

Further details of the Disposal and the Share Purchase Agreement are set out below and in Part 2 of the Circular.

Reorganisation

As announced on 17 June 2019, in anticipation of undertaking the Disposal, the Company has transferred its vanadium, titanium and iron rights, including the Pitombeiras Project, to a separate 99% owned subsidiary, VTF Mineração Ltda. ("VTF"). FFA, which holds 1% of the issued quotas in VTF, is in agreement with the Company's development plan for Pitombeiras. FFA is owned and controlled by Luis Azevedo, a Non-Executive Director the Company, and holds the shares in VTF for the benefit of the Company and in compliance with Brazilian laws which require two quota holders for limited liability companies.

Information on ValOre

ValOre Metals Corp. (TSX-V: VO) is a Vancouver based company with a portfolio of high-quality uranium and precious metal exploration projects in Canada. In addition to the Baffin Gold Property, ValOre holds Canada's highest-grade uranium resource outside of Saskatchewan. ValOre's 89,852-hectare Angilak Property in Nunavut Territory hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totalling 43.3 million pounds U3O8. ValOre's comprehensive exploration programs have demonstrated the "District Scale" potential of the Angilak Property.

In Saskatchewan, ValOre holds a 100% interest in the 13,711-hectare Hatchet Lake Property and a 50% interest in the 131,412-hectare Genesis Property, both located northeast of the north-eastern margin of the uranium-producing Athabasca Basin.

ValOre's team has forged strong relationships with sophisticated resource sector investors and partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

Principal terms of the Disposal

Pursuant to the terms of the Share Purchase Agreement, the Company has conditionally agreed to sell 99.9% of Pedra Branca, the entity that holds the Pedra Branca Project, to PBBM Holdings Ltd., a wholly-owned subsidiary of ValOre, and to procure the transfer of 0.01% of Pedra Branca which is held by FFA to ValOre, further details of which are described in Part 2 of the Circular. The Pitombeiras Project remains 100% owned by Jangada and its representatives.

The maximum consideration payable for the Disposal is an aggregate of approximately £5.64 million based on ValOre's financing price of C$0.25 per common share pursuant to the VO Equity Raise. Completion is conditional, inter alia, upon the approval of the Disposal by Shareholders.

Further details of the Share Purchase Agreement are set out in Part 2 of the Circular.

Financial effects of the Disposal, use of the proceeds and future strategy of the Group

Assuming the Resolution is passed, on completion of the Disposal, Jangada will have cash resources of approximately £350,000, with a further £1.2 million to be received from ValOre, in tranches, in the six-month period following Completion. Jangada will also have an interest in 25 million ValOre common shares (subject to any adjustment as described in Part 2 of the Circular), which whilst it has no intention to dispose of in the short term, may choose to dispose of in the medium to long term in order to generate further cash liquidity for the Company.

Jangada intends to use the majority of the net proceeds of the Disposal for the further development of the Pitombeiras Project, which in the near term, would involve further drilling and metallurgical work. A NI 43-101 compliant CPR is already underway, which is expected to be completed by the Company during Q3 2019.

Jangada estimates that the time required to complete the next stage of development of the Pitombeiras Project will be six-months from Completion, at which time, further, informed decisions can be made as to the correct way forward.

Irrevocable undertakings

Mr Brian McMaster and Mr Luis Azevedo as directors of the Company have entered into irrevocable undertakings to vote their aggregate beneficial holdings of 94,511,134 Ordinary Shares in favour of the Resolution. The Company has also received an irrevocable undertaking from Mr Matthew Wood, who beneficially holds 47,844,467 Ordinary Shares, to vote in favour of the Resolution. Therefore, the Company has received irrevocable undertakings to vote in favour of the Resolution from Shareholders holding, in aggregate, 142,355,601 Ordinary Shares, representing 59.99 per cent. of the Company's existing issued share capital. The necessary threshold to approve the Resolution (which is being proposed as an ordinary resolution) is more than 50 per cent. of the votes validly cast being in favour of the Resolution; accordingly, it is expected that the Resolution will be approved at the General Meeting.

The General Meeting

Set out at the end of the Circular is a notice convening the General Meeting to be held on Friday, 2 August 2019 at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at 10.00 a.m.

The Resolution, which will be proposed as an ordinary resolution, is to approve the Disposal and to authorise the Directors to take all steps necessary or desirable to complete the Disposal.

The implementation of the Disposal is conditional, inter alia, upon the passing of the Resolution set out in the Notice.

The full text of the Resolution is set out in the Notice at the end of the Circular.

Action to be taken

A Form of Proxy for use at the General Meeting accompanies the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE, as soon as possible, but in any event so as to be received by no later than 10.00 a.m. on 31 July 2019 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

If you hold your Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of the Circular. Proxies submitted via CREST must be received by Computershare Investor Services plc (ID 3RA50) by no later than 10.00 a.m. on 31 July 2019 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

The Completion and return of a Form of Proxy or the use of the CREST Proxy Voting Service will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

Working capital and importance of the vote

The Board is of the opinion that, taking into account the net cash proceeds of the Disposal received to date and expected to be received on Completion and in the six months following Completion, the Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of the Circular.

As set out below, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. In deciding how to vote, Shareholders should be aware that if the Resolution is not approved at the General Meeting the Disposal will not proceed. Accordingly, the Board would need to consider alternative strategies for the Group, including any associated financing for further development of the Company's projects, of which there is no guarantee it would be forthcoming on acceptable terms or at all.

Accordingly, it is important that Shareholders vote in favour of the Resolution in order that the Disposal can proceed.

Recommendation

The Directors consider the Disposal to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.

Mr Brian McMaster and Mr Luis Azevedo as directors of the Company have entered into irrevocable undertakings to vote their aggregate beneficial holdings of 94,511,134 Ordinary Shares in favour of the Resolution. The Company has also received an irrevocable undertaking from Mr Matthew Wood who beneficially holds 47,844,467 Ordinary Shares, to vote in favour of the Resolution. Therefore, the Company has received irrevocable undertakings to vote in favour of the Resolution from Shareholders holding, in aggregate, 142,355,601 Ordinary Shares, representing 59.99 per cent. of the Company's existing issued share capital.

The necessary threshold to approve the Resolution (which is being proposed as an ordinary resolution) is more than 50 per cent. of the votes validly cast being in favour of the Resolution; accordingly, it is expected that the Resolution will be approved at the General Meeting.

Yours faithfully

Brian McMaster

Executive Chairman

SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE PURCHASE AGREEMENT

THE SHARE PURCHASE AGREEMENT

General

The Share Purchase Agreement was entered into on 16 July 2019 between the Company, the Purchaser and ValOre.

Pursuant to the terms of the Share Purchase Agreement, the Company has agreed to sell, and the Purchaser has agreed to purchase, 99.99% of Pedra Branca, the entity that holds the Pedra Branca Project, to the Purchaser, and the Company has agreed to procure the transfer of 0.01% of Pedra Branca held by FFA to ValOre.

ValOre has agreed to guarantee the obligations of the Purchaser to the Company under the terms of the Share Purchase Agreement.

Conditions

Completion of the Share Purchase Agreement is conditional upon, inter alia:

1. the passing of Resolution 1 at the General Meeting; 

2. ValOre having received shareholder approval in relation to the creation of a new control person;

3. the TSX Venture Exchange having accepted notice of the Share Purchase Agreement and issued, listed and posted the Consideration Shares for trading,

(the "Conditions").

If the Conditions are not satisfied on or before 1 September 2019, Jangada, the Purchaser and ValOre may terminate the Share Purchase Agreement.

Pre-Completion obligations

The Company has given certain customary covenants to the Purchaser in relation to the operation of the business in the period between the signing of the Share Purchase Agreement and Completion and will not take certain specified actions during such period without the prior written consent of the Purchaser.

Consideration

The consideration payable by the Purchaser under the terms of the Share Purchase Agreement is as follows:

1. the issuance and allotment to Jangada of the:

a. Initial Consideration Shares on the date of closing of the Disposal;

b. Post-Closing Consideration Shares in six equal tranches commencing on the date falling six months after the date of closing of the Disposal and ending on the date falling thirty-six months after the date of closing of the Disposal, subject to any adjustment as further described below; and

2. cash payments to the Company in the aggregate of C$3,000,000, as follows:

a. C$250,000, which has been received by the Company;

b. C$750,000 payable on Completion;

c. C$1,000,000 on, or before, 3 months after Completion; and

d. C$1,000,000 on, or before, 6 months after Completion.

In the event that between Completion and the date on which all Post-Closing Consideration Shares have been issued to Jangada, a Governmental Authority determines that there are outstanding taxes or any associated penalties payable as a result of the Company entering into advance for a future capital increase ("AFAC") agreements prior to Completion, the Purchaser/ValOre may reduce the number of Post-Closing Consideration Shares to be issued to settle such liability.

Termination

The Share Purchase Agreement and the obligations of the Company, the Purchaser and ValOre to complete the Disposal may be terminated on or prior to Completion:

(a) by the mutual written consent of the Company and the Purchaser;

(b) by ValOre or the Purchaser if:

(i) there has been a material breach of any representation, warranty, covenant or agreement made by the Company and such breach has not been waived by the Purchaser or cured by the Company within: (i) 30 days of the Company's receipt of written notice of such breach from the Purchaser; or (ii) 72 hours of the Company's receipt of written notice of such breach from the Purchaser where the Purchaser acquires actual knowledge of the breach within 15 days of Completion; or

(ii) any of the Conditions have not been fulfilled by 1 September 2019 unless such failure is due to the Purchaser's failure to perform or comply with any of the covenants, agreements or conditions to be performed or complied with by the Purchaser before Completion;

(c) by the Company if:

(i) there has been a material breach of any representation, warranty, covenant or agreement made by the Purchaser under this Agreement and such breach has not been waived by the Company or cured by the Purchaser within 15 days of the Purchaser's receipt of written notice of such breach from the Company; or

(ii) any of the Conditions have not been fulfilled by 1 September 2019 unless such failure is due to the Company's failure to perform or comply with any of the covenants, agreements or conditions to be performed or complied with by it before Completion;

(d) by the Company, ValOre or the Purchaser if:

(i) if any governmental authority of competent jurisdiction has threatened to issue or issued any law, permanent injunction, order, decree, ruling or other action that prohibits or restrains the consummation of the transactions contemplated by the Share Purchase Agreement; or

(ii) Completion has not occurred by 1 September 2019, except however, the right to terminate the Share Purchase Agreement under this section will not be available to any party if such party's failure to fulfil any obligation under the Share Purchase Agreement causes Completion to not occur prior to 1 September 2019.

Representations, warranties, indemnities and limitations

The Company has agreed to give the Purchaser certain representations, warranties and indemnities of a nature customarily given in a sale and purchase agreement in relation to, amongst other things, financial statements, share capital, compliance with laws, mineral rights and title to assets, employees and tax. The representations, warranties and indemnities are given by the Company on the date of the Share Purchase Agreement and again at Completion. The representations and warranties are, other than those warranties relating to 'fundamental' matters, such as corporate status, company authorization and approval, no undisclosed indebtedness, title to assets, qualified by certain general and specific disclosures made in a disclosure letter delivered to the Purchaser on the date of the Share Purchase Agreement.

The Company's liability in respect of a breach of the representations and warranties contained in the Share Purchase Agreement is subject to certain limitations, including a time limit of 24 months for all representations and warranties excluding tax warranties, and the 'fundamental representations and warranties' which will survive for the maximum period permitted by law.

In addition to customary limitations on liability, the aggregate liability of the Company for all claims under the Share Purchase Agreement shall not exceed $3,000,000.

As the Pitombreiras Project has been carved out of the Pedra Branca Project, the Company has agreed with ValOre that it will indemnify ValOre in relation to any third party claims arising which relate to the Pitombreiras Project for a period of five years from Closing or, if earlier, the date on which ValOre disposes of Pedra Branca or the Pedra Branca Project.

Governing law

The Share Purchase Agreement is governed by the laws of British Columbia, Canada.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Strand Hanson. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

DEFINITIONS

The following definitions apply throughout this announcement and the Circular unless the context otherwise requires:

*ENDS*