Tertiary Minerals Regulatory News (TYM)

29 Mar 2005 14:32

Tertiary Minerals PLC29 March 2005 TERTIARY MINERALS PLC TERTIARY TO SPIN-OFF FINNISH DIAMOND INTERESTS • 1-for-2 Issue At 1p Designed As 'Seed' Opportunity Before AIM Float • Detailed Exploration Planned For Previously Unrecognised Kimberlite Cluster • Prospects Include Three Kimberlites And Forty-Five Untested Targets_____________________________________________________________________ Tertiary Minerals plc ("Tertiary Minerals" or "the Company") is pleased toannounce that it's wholly-owned subsidiary, Sunrise Diamonds plc ("SunriseDiamonds"), is expected to make a public offer of shares ("the Offer") to raisefunds to meet the costs of making an application for admission to trading on AIMand for general working capital purposes. Sunrise Diamonds has acquired the rights to the diamond interests in Finlandheld by Tertiary Minerals' wholly owned subsidiary Tertiary Gold Limited("Tertiary Gold"), details of which are summarised in the Company's last annualreport. These interests comprise rights to three kimberlites discovered byTertiary Gold last year in a previously unknown kimberlite cluster, now known asthe "Kuusamo cluster", and an exciting portfolio of 45 untested kimberlitetargets in the same general area.The Offer by Sunrise Diamonds proposes to raise up to £300,000 before expensesand will comprise an offer of up to 30,000,000 new Ordinary Shares at 1p pershare. The Offer is being structured to include an Entitlement Offer of up to23,210,547 new Ordinary Shares to eligible Tertiary Minerals shareholders on thebasis of : 1 share in Sunrise Diamonds for every 2 shares held in Tertiary Minerals Eligible shareholders will be able to apply for more (or less) shares than istheir entitlement. Sunrise Diamonds will reserve the right to issue a further10,000,000 shares at 1p in the event of over-subscription. Currently there are 20,000,000 ordinary shares in issue in Sunrise Diamonds, allheld by Tertiary Minerals and its wholly-owned subsidiary Tertiary Gold Ltd, and30,000 redeemable Preference shares of £1 each held by Tertiary Minerals. Following the Offer, after redemption of the preference Shares and assuming fullsubscription but not over subscription, Tertiary Minerals will hold 40% ofSunrise Diamonds.The Offer is being structured to allow Tertiary Minerals shareholders a moredirect and entry-level participation in the Company's diamond exploration assetsand it is consistent with the Tertiary Minerals' Chairman's stated objective tobuild on the value inherent in the Company to the benefit of its shareholders. The Record Date for the Offer to Tertiary Minerals shareholders is expected tobe 29 March 2005 and Sunrise Diamonds expects to publish and post its prospectuson Friday 1 April 2005. The Offer is expected to open on 4 April 2005 and closeon 26 April 2005. Any decision to take shares in the Offer should be based on the prospectus to beissued and not on this announcement which is issued for information purposesonly. Sunrise Diamonds intends to carry out further fundraising following the close ofthe Offer and make application for admission to AIM. The objective of thefurther funding will be to fund the exploration of the Company's diamondinterests and for working capital purposes. The effect of such furtherfundraising will be to dilute the shareholdings of the shareholders immediatelyfollowing the offer. It will be a condition of acceptance of the Offer not to sell the Offer Sharesfor 12 months from the date of closing of the Offer or 6 months from admissionto AIM (whichever is the sooner). Expected timetable of key events : Record Date for the Offer Close of business on 29 March 2005Latest time and date for splitting of Applications Forms (to 3.00 p.m. on 22satisfy bona fide market claims only, where Tertiary Minerals April 2005Shareholders have sold part of their shareholding prior to theex-entitlement date)Latest time and date for receipt of completed Application Forms 3.00p.m. on 26and payment in full under the Offer April 2005Dispatch of definitive share certificates for the Offer Shares 5 May 2005 For further information please contact: Patrick Cheetham, Executive Chairman, Tertiary Minerals plc. Tel: 01625-626203Ron Marshman/John Greenhalgh, City of London PR Limited. Tel: 020-7628-5518 This information is provided by RNS The company news service from the London Stock Exchange