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Completion of Disposal

31st May 2016 14:30

RNS Number : 7674Z
Tengri Resources
31 May 2016
 

Tengri Resources

("Tengri" or "the Company")

Completion of Disposal

Tengri Resources (AIM: TEN), announces that further to its announcement of 11 May 2016 confirming that completion of the disposal of Kami Associates Limited and Tatiana Limited was unconditional subject only to the receipt of US$5.0m being the amount due from Socagest pursuant to the sale agreement (the "Completion Amount") and that payment of the Completion Amount was to be made under a deferred payment schedule, full payment of the Completion Amount has now been received and the disposal has now completed.

 

Kami Associates Limited and Tatiana Limited along with their subsidiaries held the Company's mineral exploration and development operations in Talas, Kyrgyz Republic ("Talas Mining Interests"), that had been acquired by Robust Resources Limited ("Robust") from Gold Fields Orogen Holdings BVI Limited ("Gold Fields") subject to a Sales and Purchase Agreement dated 20 February 2014 ("Sales Agreement 2014") which was subsequently assigned to Tengri on 17 June 2014 under a Deed of Assignment ("Deed"). Under the Deed Tengri agreed to take on certain of Robust's obligations owed to Gold Fields under the Sales Agreement 2014 including the requirement for Gold Fields to be paid a deferred consideration of US$20.0m if a decision is taken to mine the Talas Mining Interests and to pay a royalty under the Talas Royalty Deed, dated 19 March 2014 ("Royalty Deed"), between Gold Fields and Robust of 2% net smelter returns. Robust Resources still retained obligations under certain guarantees and indemnities provided to Gold Fields under the Sales and Purchase Agreement (the "Robust Guarantee").

 

Tengri and Robust have reached an Agreement with Gold Fields whereby Tengri and Robust will be released from all obligations owed to Gold Fields under the Sales Agreement 2014, the Royalty Deed and the Robust Guarantee for a consideration of US$1.0m. This amount will now be paid to Gold Fields and both Tengri and Robust are now released from any future obligations relating to the Talas Mining Interests.

Following completion of the disposal and the payment to Gold Fields, Tengri will have approximately US$3.9m of cash and a net debt position of approximately US$0.8m.

The completion of the disposal represents a fundamental change of business under AIM Rule 15 and as such, the Company is now an "AIM Rule 15 cash shell" for the purpose of the AIM Rules and has until 01 December 2016 to make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules or otherwise seek readmission as an "investing company" with the attendant requirement to raise at least £6.0m on or immediately before such readmission.

 

ENDS

For further information, please contact:

Tengri Resources

Peter Moss

+44 20 3301 9346

finnCap Ltd (Nomad)

Christopher Raggett/Grant Bergman/James Thompson

+44 20 7220 0500

Peterhouse Corporate Finance Limited (Broker)

Charles Goodfellow

+44 20 7469 0936

 

 

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