Proposed Acquisition Of Orom Graphite Project

13 May 2019

Blencowe Resources Plc

("Blencowe" or the "Company")

Proposed Acquisition of Orom Graphite Project

Highlights

· Acquisition of the Orom Graphite Project in Uganda

· Consideration of £2m to be satisfied by the issue of 33,333,333 new shares at an implied price of 6p

Blencowe Resources Plc (LSE:BRES), the natural resources sector focused special purpose acquisition company, is pleased to announce that it has entered into Heads of Agreement with Consolidated Africa Limited ("CRA") and New Energy Minerals Africa Pty Ltd ("New Energy") for the proposed assignment to the Company of a binding option for it to acquire 100% of the share capital of Consolidated African Resources (Uganda) Ltd ("CARU"), a subsidiary of CRA, by way of a reverse takeover ("Transaction"). CRA has given its binding consent to the assignment of the option. 

CARU is a Ugandan registered company which is the owner of the Orom Graphite Project in northern Uganda (the "Orom Graphite Project").

Blencowe will, subject to due diligence, exercise the option to acquire the entire share capital of CARU with the total aggregate consideration payable by the Company being £2,000,000 (two million pounds), to be satisfied in full by the issue of 33,333,333 new ordinary shares of the Company at an implied price of £0.06 per share, of which £500,000 will be payable to New Energy as consideration for the assignment of the option and £1,500,000 will be payable to CRA as the acquisition price for CARU. Completion of the Transaction will be conditional on Blencowe raising working capital for the enlarged group to further develop the Orom Graphite Project. As a budget and work programme for the Orom Graphite Project has not yet been agreed, the quantum of any such fundraise is at the date of this announcement undetermined.

Whilst the principal terms of the Transaction have been agreed, the acquisition remains subject to due diligence, completion of the acquisition documentation, completion of the fundraising and re-listing of the enlarged group on the London Stock Exchange. Accordingly, there is no certainty that it will be completed.

If the Transaction is completed, it will constitute a reverse takeover under the Listing Rules and will be subject to approval by shareholders of the Company at a general meeting. As the Company is unable to provide full disclosure under Rule 5.6.15 of the Listing Rules, the Company has requested the UKLA to suspend listing of its ordinary shares on the Standard Segment of the Official List, and as traded on the Main Market of London Stock Exchange pending publication of a prospectus in relation to the General Meeting, setting out details of the proposed Transaction and the fundraising (or in the alternative the Company announces that it has elected not to exercise the option). Suspension of trading will be effective from 7.30 a.m. on 13 May 2019.

Further announcements will be made in due course as the Transaction progresses.

Cameron Pearce, Non-Executive Chairman commented:

"Blencowe was formed for the purposes of acquiring a natural resources asset and the Board is fortunate, having reviewed several projects, to now be in a position to reach an investment decision, subject to due diligence. We are pursuing a metal that has strong future for the next 20 years given that graphite is the largest component of the lithium battery. We believe that the Orom Graphite Project can be globally significant due the high-quality product and scale of the target resource. The graphite is characterised by large and jumbo flake size with both high grade and purity that is in short supply for the battery metals sector. Also, we expect the grant of a mining licence imminently by the Ugandan government whom are very keen to develop their mining sector. The board of Blencowe looks forward to keeping shareholders informed of further developments in what we believe is a very exciting company making transaction."

For further information please contact: