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Schedule 1 - Centurion Resources Plc

13 Nov 2013 15:55

RNS Number : 9607S
AIM
13 November 2013
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Centurion Resources plc ("Centurion" or the "Company") to be renamed FinnAust Mining plc ("FinnAust") on Admission.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

47 Charles Street

London

W1J 5EL

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.centurionresources.com (before Admission)

www.finnaustmining.com (after Admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

The Company's principal activity is the exploration and development of base metal deposits in northern and central Europe.

 

The Company announced earlier today that it had entered into a conditional agreement to acquire the entire issued share capital of FinnAust Mining plc. FinnAust Mining is an exploration company with extensive holdings in Finland covering six exploration projects in the Kainuu Schist Belt, three projects in the adjacent Outokumpu Belt and five projects covering several large intrusive complexes south and west of Outokumpu.

 

Exploration to date has confirmed the wide spread occurrence of base metal sulphides in a range of different geological settings within the area covered by the FinnAust exploration rights.

 

The focus of exploration is predominantly in central and southern Finland. To date, FinnAust Mining has identified over 50 exploration targets, which include several promising targets, in particular, in the old mining areas in Outokumpu, Hammaslahti and Enonkoski.

 

The FinnAust exploration projects are generally at an early stage of exploration and broadly target four mineralisation types, specifically serpentine hosted Cu-Zn-Co of "Outokumpu-type", volcanogenic massive sulphide Cu-Zn mineralisation, mafic and ultra-mafic intrusive hosted Ni-Cu-Co mineralisation.

 

Admission is sought as a result of a reverse takeover under Rule 14 of the AIM Rules for Companies.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

247,097,670 ordinary shares of 2 pence each at a placing price of 5 pence per share comprising:

 

24,997,670 Existing Centurion Shares (after the Share Consolidation)

68,100,000 Placing Shares

154,000,000 Consideration Shares

 

No ordinary shares are to be held in treasury.

There will be no restrictions on the transfer of the securities.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Gross funds to be raised on Admission: £3.405 million

Anticipated market capitalisation on Admission: £12.4 million (based on the placing price of 5p)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 73.8%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

Not applicable

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Alastair Raoul Clayton - Executive Director

Gregory (Greg) Kuenzel - Non-executive Director (responsible for finance)

Daniel (Dan) Richard Lougher - Non-executive Director*

Graham Marshall - Non-executive Director*

 

*to be appointed as director of FinnAust with effect from Admission

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

 

Name

Number of existing ordinary shares in Centurion Resources plc

(Note 1)

% of the existing issued share capital of Centurion Resources plc

Number of ordinary shares in the Enlarged Group

% of the enlarged issued share capital

Thames Mining Limited

30,000,000

12.00

3,000,000

1.21

Western Areas Limited*

20,000,000

8.00

167,500,000

67.78

Gravner Limited

17,500,000

7.00

1,750,000

0.71

Exchange Minerals Limited

16,819,296

6.73

1,681,929

0.68

Webb Capital Asset Management Limited

11,402,470

4.56

2,640,247

1.07

Affinity Capital Limited - "(Seychelles)"

10,000,000

4.00

1,000,000

0.40

Berwick Capital Investments Limited

9,854,276

3.86

985,427

0.40

Valzina Global Limited**

8,000,000

3.20

800,000

0.32

Magnus Minerals Oy

-

-

14,000,000

5.67

* A company of which Daniel Lougher is a board director, managing director and chief executive officer, and Graham Marshall is an executive manager and employee.

** A company of which Alastair Clayton is a beneficiary.

 

Note 1: The existing ordinary shares of 0.2p each in Centurion Resources Plc will be consolidated on the basis of one new ordinary share of 2p each for each 10 existing ordinary shares of 0.2p each. The share consolidation will take place immediately prior to Admission.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not applicable

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) Centurion - 31 August 2013, FinnAust - 30 June 2013

(iii) The Enlarged Group will notify unaudited interim accounts for the six months ended 31 December 2013 by 31 March 2014. The Enlarged Group will publish its audited accounts for the year ended 30 June 2014 on or before 31 December 2014. The Enlarged Group will notify unaudited interim accounts for the six months ended 31 December 2014 by 31 March 2015.

 

EXPECTED ADMISSION DATE:

 

2 December 2013

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London W1S 2PP

 

NAME AND ADDRESS OF BROKER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London W1S 2PP

 

Sanlam Securities UK Limited

10 King William Street

London EC4N 7TW

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Copies of the Admission Document, which will contain full details about the Company and the Admission of its securities, are available free of charge from the Company's registered office and in electronic form at www.centurionresources.com and after Admission at www.finnaustmining.com.

 

Copies of the Admission Document will also be available at the offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London W1S 2PP during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) for at least one month after Admission.

 

DATE OF NOTIFICATION:

13 November 2013

 

NEW/ UPDATE:

 

New

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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