CENTRAL ASIA METALS: Expected date of completion of the Acquisition and Readmission

CENTRAL ASIA METALS: Expected date of completion of the Acquisition and Readmission

Central Asia Metals PLC (AIM: CAML) is pleased to announce that it has received approval from the Macedonian Competition Commission for the acquisition of Lynx Resources Limited (the “Acquisition”).

The Company has submitted a request to draw down funds under the new debt facilities provided by Traxys and it is expected that the Company will receive such funds on 3 November 2017. Accordingly, completion of the Acquisition is expected to occur automatically on Readmission at 8.00 a.m. on 6 November 2017.

Application has been made to the London Stock Exchange in respect of Readmission where, subject to the completion of the Acquisition, the Company’s Enlarged Share Capital of 176,498,266 ordinary shares will be admitted to trading on AIM, including the 15,278,528 Consideration Shares to be issued to Orion Co-Investments III L.P. pursuant to the Acquisition. Readmission of the Company’s Enlarged Share Capital is expected to occur at 8.00 a.m. on 6 November 2017.

All capitalised terms, unless otherwise defined, shall have the meanings ascribed to them in the Company’s Admission Document dated 22 September 2017.

Central Asia Metals plc:

CAML is an AIM quoted copper producer which wholly owns the Kounrad operations in central Kazakhstan and has begun exploration of the 80 per cent. owned Shuak property in the Akmola region of northern Kazakhstan. CAML’s senior management team has a proven track record of developing and commercialising mining opportunities, with over 100 years of combined mining experience. The team is supported by non-executive directors who, together, have extensive experience in the natural resources and financial sectors.

Lynx Resources Limited:

Lynx Resources Limited is a private company registered in Bermuda established by Fusion Capital and Orion in June 2015 for the purpose of acquiring the SASA zinc-lead mine in Macedonia from Solway Industries Ltd and Solway Industries EESTI AS. Lynx Resources Limited owns an effective 100 per cent. interest in the SASA Mine and currently has offices in Macedonia, Switzerland and Bermuda.

Main Countries of Operation for the Applicant: Kazakhstan and Macedonia

Admission is being sought as a result of a reverse takeover under AIM Rule 14

The Company announced a placing concurrently with the notification that an agreement had been reached to acquire Lynx Resources Limited. Shareholder approval was granted at an extraordinary meeting of the Company convened at 11:00 a.m. on 11 October 2017 and admission of the Placing Shares occurred on 12 October 2017.The Acquisition is conditional on inter alia, completion of the placing and certain regulatory approvals, including from the Macedonian Competition Commission.

The Company has received approval from the Macedonian Competition Commission and has submitted a request to draw down funds under the new debt facilities provided by Traxys and it is expected that the Company will receive such funds on 3 November 2017. Accordingly, completion of the Acquisition, issue of the Consideration Shares to Orion Co-Investments III L.P. and Admission of the enlarged group to trading on AIM is expected to occur on 6 November 2017.

Capital to be raised on Admission: none (Gross capital to be raised through the placing  prior to Admission of £113.0 million)

Anticipated market capitalisation at Admission:  £428.0 million (at a price of 242.5 pence per share, the latest practicable closing price prior to this announcement, and assuming no options are exercised prior to Admission)

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):

 

Nicholas (“Nick“) Royston Clarke, Executive Chairman

Nigel Francis Robinson, Chief Financial Officer

Gavin Ronald Ferrar, Business Development Director

Christopher Nigel Hurst-Brown, Non-Executive Director, Deputy Chairman

Robert Maitland Cathery, Non-Executive Director

David John Swan, Non-Executive Director

Roger Owen Davey, Non-Executive Director

Kenges Rakishev, Non-Executive Director

Nurlan Zhakupov, Non-Executive Director

 

There are no proposed directors.

 

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):

 

 

Post admission of the Placing Shares at 12 October 2017:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

15,818,995

9.8

BlackRock Investment Management

13,966,332

8.7

FIL Investment International

12,566,707

7.8

Majedie Asset Management

11,172,777

7.0

Kenges Rakishev

10,605,876

6.6

Commonwealth American Partners LLP

6,401,000

4.0

J O Hambro Capital Management Limited

6,000,000

3.7

Miton Group plc

5,203,616

3.2

 

Post Admission of the Consideration Shares and readmission of the enlarged group:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

16,236,081

9.2

Orion Co-Investment III L.P

15,278,528

8.7

BlackRock Investment Management

13,966,332

7.9

FIL Investment International

12,767,744

7.3

Majedie Asset Management

11,172,777

6.3

Kenges Rakishev

10,605,876

6.0

J O Hambro Capital Management Limited

8,564,174

4.9

Commonwealth American Partners LLP

6,401,000

3.6

Miton Group plc

5,203,616

3.0

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