13th Apr 2005 10:02
Triple Plate Junction Plc13 April 2005 For Immediate Release 13 April 2005 Triple Plate Junction plc ("TPJ" or the "Company") Proposed placing of 16,765,175 Units at 70p per Unit each Unit consisting of Two Ordinary Shares and One Warrant Triple Plate Junction plc (AIM : TPJ), the gold exploration company focusing onSouth-East Asia, today announces a proposed Placing to raise approximately £11.7million (gross) to fund its ongoing exploration and development activities inPapua New Guinea (PNG) and Vietnam. The Placing • The Placing, consisting of 16,765,175 units (a "unit" comprising of two ordinary shares and one warrant) has been arranged by Evolution Securities Limited in the UK and Haywood Securities Inc., in the UK, Canada and United States, and is conditional (inter alia) upon shareholders of the Company passing a special resolution at an Extraordinary General Meeting to be held on 6 May 2005. • The Ordinary Shares of 1p will be issued at 35p per share and each warrant will entitle the holder to subscribe for an additional Ordinary Share at 43.75p per share at any time in the two years following admission of the new Ordinary Shares to trading on AIM. There is no intention that the warrants will be admitted to trading on AIM. Background to the Placing • In January 2004, TPJ floated on AIM, with the strategic goal of developing a diverse exploration portfolio focussed on South East Asia. • In March 2004, TPJ announced it was taking a strategic foothold in Papua New Guinea, including a joint venture on the Crater Mountain prospect, signed in July 2004. TPJ is also active in a number of other targets in PNG including the Lambuso joint venture project on New Ireland. In March 2005, TPJ received confirmation that the Vietnamese government has issued two exploration licences over the core area of 154 sq. km covering the six identified targets at the Pu Sam Cap gold prospect area in Lai Chau Province. • The purpose of the Placing after costs is to raise additional funds for gold and copper-gold exploration and associated operating costs in both Papua New Guinea and Vietnam. Commenting on the Placing, Ian Gowrie-Smith, Chairman of TPJ said: "TPJ is delivering on its strategic goal set out at its flotation in January2004. The Company has built up an impressive portfolio of exploration projects,including the two significant mineralised systems at Pu Sam Cap, Vietnam andCrater Mountain, PNG and we are now moving into intensive exploration phases inthese countries. "We are delighted at the response of the UK and North American institutions." For further information please contact: Triple Plate Junction 020 7499 1400Ian Gowrie-Smith, ChairmanGeoff Walsh, Chief ExecutiveDavid Lees, Finance Director Buchanan Communications 020 7466 5000Tim Anderson, Isabel Podda, Ben Willey This statement contains certain "Forward looking Statements". All statements,other than statements of historical fact, included herein, including, withoutlimitation, statements regarding potential mineralization and reserves,exploration results and future plans and objectives of Triple Plate JunctionPlc, are forward looking statements that involve various risks anduncertainties. There can be no assurance that such statements will prove to beaccurate and actual results and future events could differ materially from thoseanticipated in such statements. Certain risk factors may also affect the actualresults achieved by Triple Plate Junction Plc. For Immediate Release 13 April 2005 Triple Plate Junction plc Proposed placing of 16,765,175 Units at 70p per Unit each Unit consisting of Two Ordinary Shares and One Warrant 1 INTRODUCTION The Company announced today that it had signed a conditional placing agreementto raise approximately £11.7 million by the placing (the "Placing") of16,765,175 units (a "Unit", consisting of two ordinary shares of 1p each ("Ordinary Shares"), issued at 35p per share (70p per Unit), and one warrant tosubscribe for an additional Ordinary Share at 43.75p per share (a "Warrant") atany time in the two years following admission of the new Ordinary Shares totrading on AIM ("Admission"). The Placing, which has been arranged by EvolutionSecurities Limited ("Evolution") in the UK and by Haywood Securities Inc. ("Haywood") in UK, Canada, US and other jurisdictions, is conditional, inter alia,on the disapplication by Shareholders of the statutory pre-emption rights insection 89 of the Companies Act 1985. 2 RECENT DEVELOPMENTS 2.1 Vietnamese Interests On 29 March 2005 the Company announced that the Vietnamese government had issuedtwo exploration licences over the core area of 154 sq. km, covering the sixidentified targets at the Pu Sam Cap ("PSC") gold prospect area in Lai ChauProvince, Vietnam. As set out in the AIM admission document of January 2004, the issue of the PSClicences triggered the issue to Candice Holdings Limited of 21,666,667 OrdinaryShares by way of deferred consideration under the share purchase agreement dated19 January 2004. These Ordinary Shares were issued on 29 March 2005 and theissued Ordinary Share capital of the Company prior to the placing consists of60,884,445 Ordinary Shares. Further details of the Company's interests in Vietnam were set out in theCompany's Admission Document of January 2004, a copy of which is available fromthe Company's website www.tpjunction.com. 2.2 Papua New Guinea Interests The Group has been extremely active in Papua New Guinea since March 2004. Duringthis period the Group has entered into two joint ventures, namely: • a joint venture in respect of the Crater Mountain gold prospects wherethe Group has rebuilt exploration facilities, access tracks and commenced anexploratory diamond drilling program. The Crater Mountain project covers 713 sq.km of exploration licences in a joint venture between the Group (51 per cent.),New Guinea Gold Ltd (25 per cent.) and Celtic Minerals Ltd (24 per cent.). TheGroup is the manager of the joint venture and the Group's interests vest uponthe expenditure of approximately £1.32 million on the properties • a joint venture in respect of the Lambuso, New Ireland project wherethe Company has commissioned a drilling program for three diamond drill holes totest previously delineated airborne magnetic anomalies confirmed by our groundmagnetic program conducted last year. The Lambuso project is a joint venturebetween Rift Resources (PNG) Limited (20%) and Triple Plate Junction (PNG)Limited (80%) The Group's interests vest upon the expenditure of approximately£0.44million on the properties. In addition, the Group has been issued: • four exploration licences in the Kainantu-Wau Block (Wamum, Manga, Sela &, Heiweni); • one exploration licence in the Oro Province (Oram); and • one exploration licence in the Milne Bay Province (Wedau) Two exploration licence applications in the Kainantu-Wau Block are still beingprocessed (Wau and Tekadu). The Company is compiling all of the existing data on these project areas into acentral database and is finalising systematic exploration programs to evaluatenumerous geochemical anomalies. In targeting projects in Papua New Guinea the Group has been successful inacquiring substantial landholdings in areas which are known to host major golddeposits. For example, the four exploration licences issued to the Group in theKainantu-Wau Block of approximately 7,500 sq. km cover much of a highlymineralised north-west trending structural corridor within which three major newgold deposits are in final feasibility or construction phase (Wafi and HiddenValley both of Harmony Gold Mining Company Limited and Kainantu of HighlandPacific Limited). A report from A.C.A. Howe, the consulting geologists, on the Group's interest inPapua New Guinea was posted to Shareholders recently, and is also available onthe Company's website www.tpjunction.com. 3. TERMS OF THE PLACING The Placing, principally with institutional shareholders in the UK, Canada andthe US is for 16,765,175 Units at 70p per Unit. Each Unit consists of twoOrdinary Shares, and one Warrant. The Company has entered into the placing agreement dated 13 April 2005 between(1) Company, (2) the Directors, (3) Evolution and (4) Haywood (the "PlacingAgreement") pursuant to which Evolution and Haywood have agreed, subject to thefulfillment of certain conditions and on the terms set out in the PlacingAgreement, to use reasonable endeavours to procure subscribers for the Units.Under the Placing Agreement the Company will pay to Evolution and Haywood acommission of 6 per cent. on the value of the aggregate subscription price ofthe Units at the price of 70p per Unit and grant to Evolution and Haywood anoption to subscribe for 2,011,821 of Ordinary Shares within 24 months ofAdmission at 35p per share ("Broker Options"). The Company has agreed to pay all other costs, and reasonable expenses of, or inconnection with, the Placing, including printing and advertising costs, postage,its own legal, accountancy and other professional fees and any VAT thereon. The Placing Agreement contains customary warranties and indemnities given by theCompany in favour of Evolution and Haywood. There are no financial limits on theliability of the Company under the warranties and indemnities. The obligationsunder the Placing Agreement are conditional upon, inter alia: (a) the passing of the shareholder resolution (detailed below); (b) the Placing Agreement not having been terminated in accordance with itsterms; and (c) Admission occurring no later than 8.00 a.m. on 31 May 2005 (or such latertime as the Company and Evolution and Haywood may agree in writing). Evolution and Haywood are entitled to terminate the Placing Agreement prior toAdmission, principally in the event of a material breach of the PlacingAgreement or of any of the warranties contained in it or if an event of forcemajeure arises. In the event that the Placing does not complete because theCompany withdraws from the Placing then Evolution and Haywood shall still beentitled to payment of their respective costs incurred up to the date oftermination. At the 2004 annual general meeting of the Company, the Shareholders approved aspecial resolution disapplying the statutory pre-emption rights in respect of atotal of approximately 19 million new Ordinary Shares. However, the Placing willrequire the issue of up to 52,307,346 Ordinary Shares (assuming full exercise ofthe Warrants and Broker Options) and therefore the Placing is conditional uponapproval of a special resolution of the Shareholders at the EGM. William Howell, a Director of the Company, has agreed to subscribe for 14,250Units in the Placing. 4. REASON FOR PLACING AND USE OF PROCEEDS The net proceeds of the Placing, after commissions of £700,000 and otherexpenses estimated to be £100,000, are estimated to be approximately £10.9million. The purpose of the Placing is to raise additional funds for gold and copper-goldexploration and associated operating costs in Papua New Guinea and Vietnam. 5. EXTRAORDINARY GENERAL MEETING As explained above, the Placing requires the approval of Shareholders. An EGMwill be held at 105 Piccadilly London W1V 9FN at 11.00 a.m. on Friday, 6 May2005. At the EGM a special resolution will be proposed to disapply the statutorypre-emption rights in section 89 of the Companies Act 1985 in respect of a totalof 52,307,346 new Ordinary Shares pursuant to the Placing. This is in additionto the existing disapplication of the statutory pre-emption rights in respect ofapproximately 19 million Ordinary Shares. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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