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Sch 1 - West African Minerals Corporation

16th Dec 2011 17:37

RNS Number : 1910U
AIM
16 December 2011
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

West African Minerals Corporation (formerly Emerging Metals Limited) ("Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office - Craigmuir Chambers, Road Town, Tortola, British Virgin Islands

Trading Address and Head Office - Viking House, Nelson Street, Douglas, Isle of Man IM1 2AH

 

COUNTRY OF INCORPORATION:

British Virgin Islands

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.westafricanminerals.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

This admission is being sought as a result of a reverse takeover under Rule 14 of the AIM Rules of the entire issued and to be issued share capital of Ferrum Resources Limited ("Ferrum"), by West African Minerals Corporation, that is not already owned by the Company.

 

On 19 July 2010 West African Minerals Corporation became an Investing Company as defined in the AIM Rules for Companies. The Company currently holds 37.23 per cent. of the current issued shares of Ferrum (acquired for a total subscription consideration of approximately £5.17 million) and has advanced a total of approximately £5.4 million to Ferrum pursuant to three loan agreements.

Ferrum is a private iron ore exploration and mining company incorporated in the British Virgin Islands on 18 January 2010. Since its incorporation, the company has focused on the acquisition of interests in early stage iron ore exploration projects in Africa. In Cameroon, Ferrum holds a 63.53 per cent. equity interest in CMC Guernsey Limited, which through Compagnie Minière du Cameroun SA (a 95 per cent. owned subsidiary of CMC Guernsey Limited), holds six exploration permits which cover an aggregate area of approximately 6,000 square kilometres in a region potentially prospective for iron ore. In Sierra Leone, Ferrum holds a 75 per cent. interest in five exploration licences, some of which are located adjacent to or on strike of known iron ore occurrences. Ferrum also has applications pending for iron exploration permits in Guinea. In addition, Ferrum has a 75 per cent. interest in applications for iron exploration permits in the Central African Republic which were recently denied and Ferrum is seeking to have the denial revoked.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

A total of [TBC] ordinary shares of no par value are to be admitted made up of;

- 92,037,547 existing ordinary shares;

- 63,314,845 ordinary shares in relation to consideration payable for the acquisition; and

- [TBC] ordinary shares pursuant to a placing which is conditional, inter alia, on admission.

 

The placing is being conducted at [TBC]p per ordinary share.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£[TBC]m is to be raised on Admission at [TBC]p per share. Based on a share price of [TBC]p per share the expected market capitalisation on admission will be £[TBC]

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

[TBA]

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors

Stephen Roland Dattels - Executive Co-Chairman

James (Jim) Mellon - Executive Co-Chairman

Denham Hervey Newall Eke - Chief Financial Officer

Guy Elliott  - Non-executive Director

Patrick Colin Crockett Weller  - Non-executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As at the date of the Admission Document

On Admission

 

Name

Number of Ordinary

Shares

Percentage of Existing Ordinary Shares

Number of Ordinary

Shares

Percentage of Enlarged Share Capital

Vidacos Nominees Limited

26,017,464

28.3%

[TBC]

[TBC]%

James (Jim) Mellon1

10,266,700

11.2%

[TBC]

[TBC]%

Stephen Dattels2

7,764,063

8.4%

[TBC]

[TBC]%

Lynchwood Nominees Limited

6,528,773

7.1%

[TBC]

[TBC]%

Ronald Bruce Rowan

5,000,000

5.4%

[TBC]

[TBC]%

Worldwide Nominees Limited

3,020,000

3.3%

[TBC]

[TBC]%

 

Note:

1James Mellon's shareholding consists of 9,583,029 shares which are held by Galloway Limited, a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest. The balance of James Mellon's shareholding is held in his own name.

2These shares are held by Regent Mercantile Holdings Limited, a company owned by a trust under which Stephen Dattels is a beneficiary.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Burnbrae Limited

Regent Advisors LLC

Richard Ondoko

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) Anticipated accounting reference date - 31 March

(ii) Date to which the main financial information in the admission document has been prepared is to 30 September 2011

(iii) West African Minerals Corporation must publish its full year accounts to 31 March 2012 by no later than 30 September 2012, its interim results to 30 September 2012 by 31 December 2012 and its full year results to 31 March 2013 by 30 September 2013.

 

 

EXPECTED ADMISSION DATE:

 

Early January 2012

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Religare Capital Markets (UK) Limited

100 Cannon StreetLondon EC4N 6EU

 

NAME AND ADDRESS OF BROKER:

Joint Brokers

 

Evolution Securities Limited

100 Wood StreetLondon EC2V 7AN

 

Beaumont Cornish Limited

2nd Floor, Bowman House

29 Wilson Street

London EC2M 2SJ

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the Admission Document will be available free of charge from the date of the Admission Document until the date which is one month after Admission, at the office of Kerman & Co LLP, 200 Strand, London WC2R 1DJ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Additionally, an electronic version of the Admission Document will be available at the Company's website, www.westafricanminerals.com. The Admission Document will contain full details about West African Minerals Corporation and the Admission of its securities to AIM.

DATE OF NOTIFICATION:

16 December 2011

 

NEW/ UPDATE:

New

 

 

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