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Acquisition

2 Dec 2011 07:00

RNS Number : 2193T
CSS Stellar PLC
02 December 2011
 



For Immediate Release

2 December 2011

 

CSS Stellar plc

("the Company")

 

Acquisition of interest in Gold Mines of Wales Limited

Implementation of Investing Policy

Total Voting Rights

CSS Stellar Plc (AIM: CSS) is pleased to announce that, in accordance with the implementation of its Investing Policy, it has completed an agreement to acquire 49% of the issued share capital of Gold Mines of Wales Limited ("GMOW") ("the Acquisition Agreement") which, through a wholly-owned subsidiary, holds a licence to explore and extract gold and silver over about 120 square kilometres covering the Dolgellau gold belt in the County of Gwynedd in Wales.

GMOW holds agreements with The Crown Estates Commissioners, acting in exercise of the powers on the Crown Estate Act 1961 on behalf of her Majesty the Queen, covering the two largest mines in the region, the Clogau St David's and Gwynfynydd mines.

The consideration for the acquisition is £100,000 payable in cash and 17,432,182 new ordinary shares in the Company ("the Consideration Shares"), representing 24.9% of the enlarged issued share capital of the Company. Based on the midmarket price of the Company's ordinary shares at the close of business on 30 November 2011, the total value of the consideration is £636,040.

Victorian Gold Limited ("the Vendor") has undertaken in the Acquisition Agreement to invest the cash proceeds of £100,000 in the further development of GMOW's licences. It has also undertaken to the Company and to Northland Capital Partners Limited not to dispose of the Consideration Shares for a period of 12 months following Admission, save in certain specified circumstances, including by way of acceptance of an offer for all of the Company's issued ordinary shares.

GMOW recorded a loss of £41,000 in respect of the year ended 5 April 2011.

Application will be made for the Consideration Shares, which will rank pari passu with the existing ordinary shares, to be admitted to AIM. Dealings in the Consideration Shares are expected to commence on or around 8 December 2011 ("Admission").

 

Following Admission, there will be 70,008,763 ordinary shares in issue. The Company holds 232 ordinary shares as treasury shares. Therefore, the total number of voting rights in the Company is 70,008,531. This number may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

 

Following the issue and allotment of the Consideration Shares and Admission, the interests of the Directors and those shareholders who are interested, where known, in 3% or more of the issued share capital of the Company will be as follows:

 

Directors

%

Julian Jakobi

7.6

John Webber

7.7

David Lenigas

2.4

Donald Strang

2.4

Others

%

Victorian Gold Limited

24.9

Nick Gold

7.6

Amberdays Limited

6.3

Green Hair Services Limited

4.0

 

David Lenigas, CSS Stellar Director, commented;

"This acquisition will focus attention on the unique aspects of this gold-belt, Traditionally, gold from the Clogau St David and Gwynfynydd mines has been used in the production of Welsh Gold Jewellery products."

"Recent geological studies have led to a better understanding of the controls to gold mineralisation throughout the gold-belt. GMOW intends to make use of this new data and undertake a rigorous geological mapping and sampling programme extending to underground access, diamond drilling, project feasibility and, ultimately mining. Drilling is estimated to start in the first quarter of 2012."

 

For further information, contact:

 

CSS Stellar plc

Julian Jakobi

David Lenigas

 

Tel: 020 7535 7225

Tel: 020 7440 0640

 

Northland Capital Partners Limited (Nominated Adviser and Broker)

Luke Cairns / Edward Hutton

 

Tel: 020 7796 8800

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ACQBRBDDIXGBGBB
Date   Source Headline
31st Jul 200810:25 amRNSDirectorate Change
24th Jul 200810:23 amRNSEGM Statement
24th Jul 200810:20 amRNSResult of AGM
15th Jul 20087:00 amRNSCompletion of Disposal
7th Jul 200811:51 amRNSResult of General Meeting
2nd Jul 20087:00 amRNSNotice of AGM and EGM
30th Jun 20087:00 amRNSAnnual Report and Accounts
25th Jun 20084:58 pmRNSNotice of EGM
24th Jun 200811:03 amRNSFinal Results
18th Jun 20087:00 amRNSDisposal
18th Jan 200811:55 amRNSDirector/PDMR Shareholding
18th Jan 200811:54 amRNSHolding(s) in Company
18th Jan 200811:54 amRNSHolding(s) in Company
18th Jan 200811:52 amRNSHolding(s) in Company
8th Jan 20087:00 amRNSDisposal
14th Dec 20077:00 amRNSShare Capital Reduction & EGM
30th Oct 20078:05 amRNSHolding(s) in Company
30th Oct 20078:00 amRNSHolding(s) in Company
25th Oct 20074:00 pmRNSTrading Update
28th Sep 20077:06 amRNSInterim Results
12th Sep 20074:38 pmRNSAppointment
31st Aug 20078:00 amRNSChange of Adviser
30th Aug 20075:26 pmRNSHolding(s) in Company
23rd Aug 200711:20 amRNSTotal Voting Rights
22nd Aug 20075:22 pmRNSHolding(s) in Company
21st Aug 20073:39 pmRNSAIM Rule 26
16th Aug 20074:14 pmRNSAGM Result & New Chairman
9th Aug 20072:41 pmRNSRe Board Appointments
25th Jul 20073:18 pmRNSHolding(s) in Company
25th Jul 20077:00 amRNSBoard Changes and AGM Notice
24th Jul 20079:00 amRNSHolding(s) in Company
19th Jul 20074:23 pmRNSHolding(s) in Company
19th Jul 20072:51 pmRNSDirector/PDMR Shareholding
3rd Jul 20072:09 pmRNSResult of EGM
26th Jun 200711:00 amRNSAnnual Report and Accounts
26th Jun 20077:02 amRNSSpeculation Response
25th Jun 20077:03 amRNSResponse to Requisition
14th Jun 200712:00 pmRNSHolding(s) in Company
12th Jun 20075:40 pmRNSNotice of EGM
23rd May 20075:40 pmRNSResponse to Media
23rd May 20078:00 amRNSRequisition of EGM
15th Mar 20077:03 amRNSPreliminary Results
22nd Feb 20079:45 amRNSHolding(s) in Company
22nd Feb 20079:34 amRNSHolding(s) in Company
21st Dec 200610:57 amRNSTotal Voting Rights
17th Oct 200612:52 pmRNSDirectorate Change
14th Sep 20065:44 pmRNSHolding(s) in Company
14th Sep 20065:03 pmRNSHolding(s) in Company
9th Jun 200610:13 amRNSDirector/PDMR Shareholding
7th Jun 20063:35 pmRNSDirector/PDMR Shareholding

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