31 May 2013 07:00
31 May 2013
Tri-Star Resources plc
("Tri-Star" or the "Company")
Notice of General Meeting
Introduction
The board of directors of the Company ("Board" or "Directors") announced on 2 May 2013 that the Company had entered into a non-binding letter of intent for the acquisition of Portage Minerals Inc. ("Portage") (the "Acquisition"). The Company also announced that it had received non-binding indications of funding from a number of third parties (together the "Fundraisings" and individually a "Fundraising"). Discussions are ongoing with regard to the Fundraisings, which may include: (i) the issue of new ordinary shares of 0.005 pence each in the capital of the Company("Ordinary Shares") for cash; (ii) the issue of bonds convertible into Ordinary Shares; (iii) other forms of borrowing; or (iv) a combination thereof. In order to have sufficient authority to implement an equity issue or the issue of bonds convertible into Ordinary Shares, the Board is seeking the approval of the resolutions by shareholders at the general meeting ("GM").
Fundraisings and use of proceeds
The Company is in discussions with a number of parties with respect to the Fundraisings and will update shareholders in due course.
The complex transactions that the Company is seeking to complete in the foreseeable future are an important part of the Company achieving its strategy of becoming an integrated antimony producer (as described in the announcement dated 2 May 2013), requires the Board to be granted sufficient share authority headroom to allow it to complete the Fundraisings necessary for these transactions, and therefore, the Board is seeking approval to issue new Ordinary Shares with an aggregate nominal value of up to £150,000 on a non pre-emptive basis.
The Board intends to utilise the funds raised in order to complete the Acquisition, finance the construction of a small scale processing facility to treat the existing surface dump material at the Company's Goynuk Antimony Mine in Turkey, fund a proportion of the Company's share of the UAE Roaster Project and also to provide general working capital.
The Directors are confident that a Fundraising from one or more of the third parties will be concluded on acceptable terms, although any particular Fundraising may have conditions attached, which may mean that, in certain circumstances, such funding can only be applied to a particular purpose.
In the event the Resolutions are not approved and/or the Company is unable to finalise an appropriate funding package for whatever reason, the Company may not be able to complete the Acquisition and/or commence small scale processing at its Goynuk Antimony Mine and/or fund a proportion of the Company's share of the UAE Roaster Project. In such circumstances, the Board would need to continue to closely monitor the Company's working capital position going forward and consider alternative sources of funding which may be available.
The Company will publish its preliminary results for the year ended 31 December 2012 in June 2013.
General Meeting
A notice of GM is set out at the end of a circular to be posted to shareholders today convening the GM to be held at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at 10:00 a.m. on 18 June 2013. The Resolutions to be proposed at the GM are as follows:
·; Resolution 1 is an ordinary resolution to authorise the Directors to allot new Ordinary Shares with an aggregate nominal value up to £150,000; and
·; Resolution 2 is a special resolution to disapply statutory pre-emption rights to authorise the Directors to allot new Ordinary Shares for cash with an aggregate nominal value up to £150,000.
Recommendation
The Directors believe that the Fundraisings are in the best interests of the Company and the shareholders as a whole and accordingly recommend that shareholders vote in favour of the resolutions, as they intend to do so in respect of their aggregate holding of 1,652,199,474 Ordinary Shares, representing approximately 28.87 per cent. of the issued share capital of the Company.
The circular to shareholders will be posted today and will shortly be available on the Company's website at www.tri-starresources.com.
Enquiries:
Tri-Star Resources plc | |
Emin Eyi, Managing Director | Tel: +44 (0)1233 629 550 |
Brian Spratley, Technical Director | Tel: +44 (0)1233 629 550 |
Strand Hanson Limited (Nomad) | |
James Harris / Richard Tulloch | Tel: +44 (0)20 7409 3494 |
SP Angel Corporate Finance LLP (Joint Broker) | Tel : +44 (0)20 3463 2260 |
Robert Wooldridge / Katy Birkin | |
Keith, Bayley, Rogers & Co Limited (Joint Broker) | |
Simon Frost / Brinsley Holman | Tel: +44 (0)20 3100 8300 |
About Tri-Star Resources
Tri-Star Resources is a focused antimony company whose management has many years experience in trading and mining this critical mineral. The Company objective is to become the leading integrated antimony metal and products manufacturer to western economy consumers utilizing a new technical and environmentally advanced 20,000 tonnes per annum name plate capacity metal and tri-oxide production facility in the UAE, with raw material supplied from its upstream resource projects in Turkey & Canada and from third party producers.
Further information is available at www.tri-starresources.com.