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Acquisition, Placing and Result of General Meeting

24 Sep 2013 12:22

RNS Number : 7629O
Red Leopard Holdings PLC
24 September 2013
 

Red Leopard Holdings Plc

("Red Leopard", the "Group" or the "Company")

 

Acquisition, Placing of New Ordinary Shares and Result of General Meeting

 

Further to the announcement of 6 September 2013, Red Leopard confirms that at a general meeting of the Company (the "GM"), held earlier today, all resolutions proposed (the "Resolutions") were duly passed. The Resolutions included, amongst other things, the proposed acquisition of Red Leopard Mining Inc ("RLM") for £600,000 (the "Acquisition") and a placing of new ordinary shares to raise £350,000 (the "Placing").

 

Acquisition

 

RLM was established in 2013 as a special purpose vehicle into which 205 unencumbered claims (the "Claims") were transferred by Polaris Resources Inc, a wholly owned subsidiary of Quest Minerals Corporation ("Quest"). Consideration for the Acquisition, which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies, has been satisfied by the issue to Quest of 33,333,333 new ordinary shares at a price of 1.8p per share ("Consideration Shares").

 

The Claims are located in the vicinity of Shoshone County, Idaho, USA, commonly referred to as "Silver Valley". This area is well known as the premier silver district in North America, with total production to date of around 1.2 billion ounces of silver and substantial lead, zinc, copper and gold. Most of the Claims, which cover a total land area of approximately 1,435 hectares (the equivalent to 3,546 acres), lie within the Panhandle National Forest and upon Bureau of Land Management land.

 

Further details on the Claims and the terms of the Acquisition can be found in an admission document, published by the Company in connection with the transaction (the "Admission Document") and available to download from the Company's website www.redleopardholdings.com.

 

Placing and Issue of Equity

 

The Company has placed 70,000,000 new ordinary shares at 0.5p per share ("Issue Price") to raise £350,000. The proceeds will be used to commence the exploration of the Claims, including to reopen and repair the Idora Tunnel, located in Shoshone County, and to provide working capital to the Group.

 

As the Issue Price is below the Company's shares current nominal value of 1p, each ordinary share in issue at the record date, being 6.00 p.m. today, 24 September 2013, will be subdivided into ten new ordinary share of £0.001 (0.1 pence) in the capital of the Company (the "Subdivision"). Following this Subdivision, 9 of the resultant new ordinary shares from each ordinary share will be reclassified as deferred shares, ranking pari passu with the existing deferred shares.

 

In addition to the shares to be issued pursuant to the Placing, the Company has issued a further 29,133,200 new ordinary shares in lieu of certain fees and expenses as detailed previously and as described in the Admission Document.

 

Following admission of the new ordinary shares to be issued in respect of the Acquisition, the Placing and the matters described above, the Company will have 224,954,062 ordinary shares of 0.1p in issue. Application has been made for the new ordinary shares to be admitted to trading on AIM and dealings in the enlarged issued share capital are expected to commence at 8.00 a.m. tomorrow, 25 September 2013 ("Admission"). This figure of 224,954,062 ordinary shares 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 under the FCA's Disclosure and Transparency Rules.

 

Director Appointments and Shareholdings

 

Following approval at the GM, the Company confirms that Stuart James Adam (49) and Howard Mattes Crosby (60) have been appointed to the board as Finance Director and Non-Executive Director respectively.

 

Stuart has 25 years of experience as a professionally qualified accountant across a wide range of financial accounting, reporting, control and management functions in both public and private sectors, including several AIM listed companies. He has provided financial consultancy services to the Company for the last two years. He is currently a partner in City & Westminster Finance LLP which is authorised and regulated by the Financial Conduct Authority, an independent corporate finance and business advisory firm and corporate adviser on ICAP Securities & Derivatives Exchange Limited. He is also a Chartered Member of the Chartered Institute for Securities & Investment.

 

Howard Crosby graduated from the University of Idaho in 1975. He has a vast amount of experience in the natural resources sector. Since 1989, he has been President and Chairman of Crosby Enterprises, Inc, a consulting firm specialising in the mining industry. He is currently Senior Vice President and Director of White Mountain Titanium Corporation, President and Director of Shoshone Silver/Gold Mines, and an officer and director of Independence Resources Plc. He was a founder and director of US Silver &Gold Inc, High Plains Uranium Inc., Western Goldfields Group Limited, Tomco Energy Plc (AIM listed) and Cadence Resources Corporation, among others.

 

Information required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules can be found in the announcement by the Company made on 6 September 2013.

 

Following Admission, the directors of Red Leopard will have the following shareholdings in the enlarged share capital of the Company;

 

Number of new ordinary shares held

Percentage holding of enlarged share capital of the Company

John May*

26,794,016

11.91

S2 Solutions Limited**

17,699,933

7.87

Stuart Adam

7,600,000

3.38

Howard Crosby***

Nil

Nil

47,927,550

23.16

 

*John May holds a majority of his ordinary shares through his Self-Invested Personal Pension (SIPP)

** S2 Solutions Limited is owned 70% by Simon Michaels

*** Although Howard Crosby does not have a direct interest in the capital of the Company, he is a 50 per cent. shareholder of Quest and therefore will have an indirect holding in the Company by way of the Consideration Shares.

 

Appointment of Joint Broker

 

The Company is also pleased to announce the appointment of Beaufort Securities Limited as joint broker with immediate effect.

 

Enquiries:

 

Red Leopard Holdings PLC

 

John May, Chairman

Tel: +44 (0) 207 766 0080

 

 

Northland Capital Partners Limited

 

Luke Cairns / Lauren Kettle

Tel: +44 (0) 207 796 8800

 

 

Beaufort Securities Limited

 

Guy Wheatley

Tel: +44 (0) 207 382 8300

 

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