Ovoca Bio Regulatory News (OVB)

15 Jan 2010 11:53

OVOCA GOLD plc 

Proposed Acquisition of Magsel, Bulun and Olymp 

Capital Reorganisation

Result of Extraordinary General Meeting 

Ovoca Gold plc ("Ovoca" or the "Company") announced on 21 December 2009 that it had agreed to acquire a 100 per cent. interest in a portfolio of gold exploration projects in the Magadan region of the Russian Federation for initial consideration of approximately US$7 million and deferred consideration of up to a maximum of US$18 million. Ovoca will also assume approximately US$7.5 million of debt of the Target Companies. In addition, Ovoca announced a Capital Reorganisation consolidating every 5 Ordinary Shares into 1 New Ordinary Share creating a more appropriate capital structure and share price for the Company.

At an extraordinary general meeting held this morning all resolutions in relation to the Proposed Acquisition and the Capital Reorganisation were duly passed. 

Trading in the New Ordinary Shares will commence on 18 January 2010. Share certificates for Ordinary Shares will no longer be valid and new share certificates will be issued. In the case of Shareholders who hold shares through the CREST system, the New Ordinary Shares will be credited to CREST accounts on 18 January 2010. Pending the receipt of new certificates, Shareholders are still be able to trade in New Ordinary Shares and transfers of New Ordinary Shares held in certificated form would be certified against the register of members of the Company.

So as to facilitate the Capital Reorganisation, 4 Ordinary Shares were admitted to trading on the AIM and IEX at par today to increase the number of existing shares to 442,294,030 in order to ensure that the number of Ordinary Shares in issue would be exactly divisible by 5. 

Timothy McCutcheon, CEO of Ovoca said: 

"I am pleased at the support shareholders have given for this transaction and share reorganisation. With today's EGM result, Ovoca is now ready to move forward and become a leading gold exploration and mine development company in Russia. I look forward to communicating to shareholders our progress in developing our assets in Magadan."

For further information please contact:

In this announcement terms not otherwise defined shall have the same meaning as in the Circular to be posted to Shareholders.

This announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as 'believe', 'could', 'envisage', 'potential', 'estimate', 'expect', 'may', 'will' or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this announcement.

Davy, which is regulated in Ireland by the Financial Regulator, is acting exclusively for Ovoca and no-one else in connection with the matters described in this document. Davy will not regard any other person (whether or not a recipient of this document) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this document. Davy is not making any representation or warranty, express or implied, as to the contents of this document. Davy has not approved the contents of, or any part of, this document and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this document or for the omission of any information.