Less Ads, More Data, More Tools Register for FREE

Pin to quick picksOriole Resources Regulatory News (ORR)

Share Price Information for Oriole Resources (ORR)

Share Price is delayed by 15 minutes
Get Live Data
0.365    0.005 (1.39%)
Bid:
0.35
Ask:
0.38
Spread: 0.03 (8.571%)
Market Cap: £17.78m
ORR Live PriceLast checked at - London Stock Exchange

Intraday Oriole Resources Share Chart

Shareholder Requisition Update

19 Sep 2017 18:04

RNS Number : 2168R
Stratex International PLC
19 September 2017
 

 

19 September 2017

Stratex International Plc

 

("Stratex" or the "Company")

 

Shareholder Requisition Update

 

Stratex International Plc, the AIM-quoted gold exploration and development company, provides the below update, further to the press release on 15 September 2017 in which the Company announced that it had received a valid notice from a group of investors ("Requisitioning Shareholders") proposing resolutions to be considered at a general meeting.

 

The purpose of the resolutions proposed by the Requisitioning Shareholders is to consider the appointment of two new directors, David Hall and Paul Foord, both of whom are members of the Requisitioning Shareholders, in place of the current CEO and Chairman, and for the proposed merger with Crusader Resources Limited ("Crusader") to be terminated. David Hall and Paul Foord are both former directors of Stratex, who each resigned from the board of the Company (the "Board") some time ago to pursue other career opportunities.

 

David Hall is the CEO and Paul Foord the CFO of Thani Stratex Resources Limited ("TSRL"), in which the Company holds an ownership interest of approximately 30%. The Company's joint venture partner in TSRL is Thani Emirates Resources Holdings Limited, which is also one of the Requisitioning Shareholders.

 

Stratex and Crusader boards' response to requisition

 

The Board does not welcome the proposed resolutions, considers them without merit and firmly believes that they are not in the best interest of the Company or its shareholders.

 

The principal concerns and proposed resolutions of the Requisitioning Shareholders would see the Company abandon its strategy of building a substantial gold producer and explorer, and revert to the previous strategy which focussed solely on early stage gold exploration with the subsequent sale of all or part of projects. Whilst this strategy historically enjoyed some early success, the Board believes that it failed to deliver long term value as demonstrated by the current depressed market value of Stratex.

 

The boards of both Stratex and Crusader remain fully committed to the proposed merger.

 

Stratex: creating a diversified gold explorer and near term producer

 

The Company has negotiated a transformational merger that will create a significant gold junior with a substantial resource base and a globally diversified project portfolio. The enlarged company would have a resource base of 3.2 Moz gold and assets in Brazil, Africa and Turkey across the entire spectrum of the development curve from early exploration to advanced stage development, providing a clear path to production and earnings. It is the Board's belief that this strategy will set the Company apart from the large group of London-listed junior exploration-only companies, resulting in an improved capital markets profile and enhanced liquidity.

 

The Board believes that the incorporation of Crusader's two gold projects at Borborema and Juruena adds highly prospective, low-risk and undervalued assets to the Stratex portfolio, with a clear and highly achievable path to near-term production and earnings. Borborema has an established proven and probable ore reserve of 1.61 Moz gold and an estimated NPV of US$120m (refer to Crusader's announcement of 24 July 2017). The Company's announcement on 7 September 2017 highlights the potential for the enlarged company to optimise significantly the Borborema gold project and extract the underlying and unrealised value inherent in the project. The Board intends the merger with Crusader to be the first stage in the transformation of Stratex into a company with funded development and producing assets.

 

Requisitioning shareholders' plans for Stratex

 

In July 2017, in his capacity as CEO of TSRL David Hall proposed to the Chairman of Stratex a transaction whereby Stratex would merge with TSRL. The Board rejected the proposal at the time and it is not, and has not since been, the intention of the Board to pursue any such proposal. It remains the view of the Board that a proposed merger with TSRL would have been the wrong route for Stratex, putting the Company on a path to continued focus on solely exploration assets.

 

It is the Requisitioning Shareholders' belief that greatest value accretion in the development cycle is when assets reach the point at which resources are converted to reserves. The Board believes that whilst historically this has been true in previous market cycles, the current market is attributing very little value to companies which are exploration-focussed.

 

Proposed Crusader merger: a route to realising market value for Stratex and Crusader shareholders

 

The Board believes that in the current market, the greatest growth in market value is exhibited by companies turning an exploration asset into a funded development and then producing asset, the strategy that Stratex is adopting via the Crusader merger. As a consequence, the Board expects to benefit from the premium at which producing mining companies currently trade when compared with exploration-focussed peers.

 

The Company's analysis suggests a significant disparity in attributed value between exploration and production companies:

 

· Exploration peers(1) currently trade at a median EV/Resource multiple of c.US$15/oz and typically at depressed P/NAV multiples of

· Production peers(2) currently trade at a median EV/Resource multiple of c.US$44/oz and a median P/NAV multiple of 0.6x.

 

Delivering on the new strategy was a key criterion in the selection and composition of the current Board which has highly relevant experience. Following the acquisition of Crusader, the enlarged Company would be led directly by the Stratex management team and current CEO Marcus Engelbrecht, with the addition of Crusader's Brazilian expertise in-country.

 

Marcus Engelbrecht has a wealth of experience in leading global gold-miners, building and operating gold mines, and delivering shareholder value, having worked for BHP and grown London-listed Archipelago Resources into one of the largest gold mining companies by market capitalisation on AIM, before it was taken private in 2013. Peter Addison, Stratex's Chairman, would be Chairman of the enlarged company. Peter is an experienced company chairman and has been on the Board since 2008.

 

Stratex Board recommendation to Stratex shareholders

 

The Board strongly believes the proposed resolutions would deprive Stratex of the combined expertise and assets that it requires to transform the Company into a truly unique, London-quoted gold producer, as well as remove the potential value uplift from the acquisition of Crusader.

 

The Board has engaged fully with the shareholders of both Stratex and Crusader on the proposed merger and has received strong support from independent shareholders from both companies. As such, the Board intends to proceed with the transaction and, when the general meeting is convened by the Company, intends to strongly recommend all shareholders to vote against the proposed resolutions which are based upon a regressive approach to delivering value.

 

The date of the proposed general meeting will be announced shortly and further updates will be made as the Crusader merger progresses. Shareholders are advised to take no action at this time.

 

Marcus Engelbrecht, CEO of Stratex International, said:

 

"Whilst it is disappointing to have received this requisition, we remain convinced as a Board that the acquisition of Crusader is the right direction for the Company to take. This merger is in keeping with our long-term strategy of creating a substantial gold producer and explorer, with the near-term potential of Borborema providing a clear path to production and earnings, and potentially an opportunity to substantially increase Stratex's valuation. The market today is focussed on development projects, production and cash flow and it is here where the greatest value accretion lies for the Company. We are confident that this acquisition will proceed, which we hope will put the Company on a path to become one of the premier junior mining companies on AIM."

 

 

** ENDS **

 

Notes:

 

(1) Sources: Bloomberg, S&P Global Market Intelligence, company filings. Exploration peers: West African Resources, Orezone Gold Corporation, Thor Exploration, Ariana Resources, Goldstone Resources, Sarama Resources, African Gold Group, Carbine Resources, Azumah Resources. Resources are inclusive of reserves.

 

(2) Sources: Bloomberg, S&P Global Market Intelligence, company filings. Producing peers: Resolute Mining, Highland Gold Mining, Guyana Goldfields, Alacer Gold, Pan African Resources, Petropavlovsk, Perseus Mining, Golden Star Resources, Teranga Gold, Asanko Gold, Avesoro Resources. Resources are inclusive of reserves.

 

For further information please visit www.stratexinternational.com, @StratexPLC on Twitter, email info@stratexplc.com, or contact:

 

 

Stratex International Plc

Tel: +44 (0)20 7830 9650

Marcus Engelbrecht / Claire Bay

 

Grant Thornton UK LLP

Tel: +44 (0)20 7383 5100

Samantha Harrison / Daniel Bush

 

Hannam & Partners

Tel: +44 (0)20 7907 8500

Neil Passmore / Andrew Chubb

 

 

Camarco

Tel: +44 (0)20 3757 4980

Gordon Poole / Nick Hennis / Monique Perks

 

Notes to Editors:

 

Since listing in 2006, Stratex has discovered more than 2.2 million ounces of gold and 7.09 million ounces of silver, as well as 186,000 tonnes of copper. The Company owns 15% of a copper-gold project at feasibility stage and an exciting exploration project in Senegal. The Company also has significant interests in Goldstone Resources Ltd, Thani Stratex Resources Ltd and Tembo Gold Corp. for their exploration projects in Ghana, Djibouti and Egypt, and Tanzania respectively.

 

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

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCDKLFFDKFBBBX
Date   Source Headline
8th Nov 20177:00 amRNSProposed appointment of new Chief Executive
7th Nov 201710:30 amRNSHolding(s) in Company
6th Nov 20174:56 pmRNSUpdate following the General Meeting
1st Nov 20171:45 pmRNSResult of General Meeting and Board Change
1st Nov 20171:45 pmRNSRestoration - Stratex International Plc
1st Nov 20177:30 amRNSSuspension - Stratex International Plc
1st Nov 20177:00 amRNSSuspension of trading on AIM
31st Oct 20175:34 pmRNSHolding(s) in Company
31st Oct 20177:00 amRNSHolding(s) in Company
24th Oct 201710:26 amRNSStratex Refutes Requisitioners' Plan - Replacement
24th Oct 20177:00 amRNSStratex Refutes Requisitioners' Plan
19th Oct 20173:00 pmRNSISS Recommends Vote Against Requisition
17th Oct 20178:06 amRNSHolding(s) in Company
17th Oct 20177:00 amRNSSale of Goldstone Stake & Board Change
4th Oct 20175:14 pmRNSNotice of GM & Posting of Circular to Shareholders
2nd Oct 20177:00 amRNSCrusader Lodges Draft Scheme Booklet with ASIC
29th Sep 20176:07 pmRNSBRR Media CEO Interview
28th Sep 20177:16 amRNSSID Deed of Amendment with Crusader Resources
27th Sep 201711:08 amRNSGoldstone Announces £1.5 M Subscription
27th Sep 20177:00 amRNSHolding(s) in Company
19th Sep 20176:04 pmRNSShareholder Requisition Update
15th Sep 20172:54 pmRNSShareholder Requisition Update
8th Sep 20178:00 amRNSShareholder Requisition
7th Sep 20177:04 amRNSBorborema Review and Posse Sale Update
6th Sep 20173:59 pmRNSHolding in Goldstone Resources Limited
8th Aug 20177:00 amRNSInvestor Presentation
4th Aug 20177:00 amRNSImplementation of LTIP and Issue of Share Options
3rd Aug 20177:00 amRNSInterim Results
2nd Aug 20177:07 amRNSCrusader Resources Sale Agreement for Posse Mine
25th Jul 20173:05 pmRNSVOX Markets CEO Podcast Interview
25th Jul 20177:00 amRNSLoan Facility & Juruena Variation Agreements
24th Jul 20177:49 amRNSCrusader Resources announces JORC Update
13th Jul 20172:02 pmRNSProactive Investors CEO Interview
28th Jun 20177:00 amRNSProactive Investors One2One Forum
27th Jun 20174:18 pmRNSAGM Statement
15th Jun 20177:00 amRNSScheme Implementation Deed
6th Jun 20177:00 amRNSThani Stratex Drilling Results
2nd Jun 20173:46 pmRNSGoldstone Announces Results of AGM
19th May 20177:00 amRNSFunding of Further Exploration at Thani Stratex
18th May 20172:43 pmRNSCEO Interview
18th May 20177:00 amRNSProposed Acquisition of Crusader Resources Limited
16th May 20177:01 amRNSGoldstone Announces Final Results
16th May 20177:00 amRNSFinal Results
24th Apr 201710:48 amRNSSale of interest in Altintepe Gold Mine
20th Apr 20173:30 pmRNSCEO Interview
19th Apr 20177:00 amRNSOperating and Corporate Update
3rd Apr 20176:08 pmRNSGoldstone Announces Successful £400,000 Financing
22nd Mar 20177:00 amRNSThani Stratex Reports Further Drill Results
28th Feb 201712:14 pmRNSCEO Interview
27th Feb 20177:00 amRNSOperating Update

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.