1 June 2009
Minerva Resources plc (AIM : MVA)
("Minerva Resources" or "the Company")
Update on Loan Agreement and Posting of Circular convening a General
On 5 May 2009 Minerva Resources announced that it has entered into a
binding loan agreement with a third party ("Loan Agreement") to
provide the Company with an unsecured loan facility of Â£350,000 (the
"Facility"). Contemporaneously with the drawdown of the first tranche
of Â£75,000 ("First Tranche") under the Facility on 5 May 2009, the
Company entered into the non-legally binding memorandum of
understanding ("MOU") with the same third party through which it
agreed to provide a legally binding exclusivity period to the third
party to enable it to conduct due diligence on Minerva Resources
assets with a view to determining whether a business combination may
Following on from an announcement made by Dwyka Resources Limited
("Dwyka") today, of a possible offer to acquire the entire issued
share capital of the Company (the "Possible Offer"), the Company is
able to confirm the identity of the third party as Dwyka.
The Company is now also able to confirm that, under and subject to
the terms of the Loan Agreement, it now has the ability to drawdown
up to a further Â£275,000 (the "Second Tranche") to assist it with its
working capital requirements for the period up to and including such
time as the Possible Offer, if made, is either declared unconditional
in all respects, lapses or is withdrawn.
Terms of the Loan Agreement
Under the terms of the Loan Agreement, the amounts drawn down under
the Second Tranche will bear interest at a rate of 15% per annum,
such interest becoming payable at the time all funds advanced under
the Facility become repayable.
If any offer is made by Dwyka and such offer has not been declared
wholly unconditional by 31 August 2009 then all monies advanced under
the Facility (including interest) become repayable within thirty days
of receipt by the Company of notice from Dwyka requiring repayment,
with such notice to take effect by no later than 15 September 2009.
Repayment of any monies drawn down under the Facility (including
interest) shall, at Dwyka's option, be satisfied by the Company by
either (a) the capitalisation of all monies due into fully paid new
Ordinary Shares at a conversion price of 0.7p per share (which would
result in Dwyka being interested in approximately 25% of the enlarged
issued share capital of the Company) or (b) cash.
The Company has given certain warranties and indemnities under the
Loan Agreement relating to the business and financial position of the
Company. In addition, Dwyka also has the right to call for immediate
repayment of the funds advanced under the Facility if certain events
of default occur, such as the Company becoming insolvent or if an
event occurs which, in Dwyka's opinion, could have a material adverse
effect on the Possible Offer or Dwyka's rights under the MOU.
Shareholder Approval for issue of new Ordinary Shares
In order to facilitate the possible election by Dwyka to capitalise
any funds lent under the Loan Agreement into Ordinary Shares, the
Company is convening the General Meeting to seek Shareholder approval
to allot unissued share capital and to allow the issue of new
Ordinary Shares on a non pre-emptive basis.
Shareholder's attention is draw to the fact that the Facility has
been provided in conjunction with and in order to enable the Company
to continue to carry on its business whilst discussions with Dwyka
relating to the Possible Offer continue.
The Directors consider that it is in the best interests of the
Company and its Shareholders as a whole, that the Directors should
have authority to allot further Ordinary Shares in satisfaction of
all monies due, and which may become due, under the Facility.
The Directors unanimously recommend that Shareholders vote in favour
of the Resolutions, as they have irrevocably undertaken to do so in
respect of their own beneficial holdings of Ordinary Shares,
representing in aggregate approximately 2.34 per cent. of the issued
share capital of the Company as at the date of this announcement of
which Andrew Daley represents 1,100,000 Ordinary Shares
(approximately 0.71 per cent) and Terry Ward represents 2,522,400
Ordinary Shares (approximately 1.63 per cent). Shareholders should
also note that the following Shareholders, representing, in
aggregate, approximately 40.23 per cent. of the issued share capital
of the Company have irrevocably undertaken to vote in favour of the
Resolutions: (a) Ambrian Nominees Ltd (as to 57,879,200 Ordinary
Shares representing 37.51 per cent) and (b) Merlin Marr-Johnson (as
to 4,200,000 Ordinary Shares representing 2.72 per cent).
Notice of General Meeting
The General Meeting is to be held at the Registered Office of the
Company at the offices of Sprecher Grier Halberstam LLP, 5th Floor,
One America Square, Crosswall, London EC3N 2SG at 10.00 a.m. on 17
June 2009. A copy of the circular to shareholders convening the
General Meeting of the Company and a Proxy Form has been sent to
shareholders today and is available on the Company's website
Trading in the shares of the Company will remain suspended pending
the publication of the Company's annual accounts for the year ended
30 September 2008 and clarification of its financial position. The
annual accounts are now expected to be published by mid June 2009.
Unless otherwise defined herein, terms in this announcement shall
have the same meanings as those defined in the Circular convening the
General Meeting sent to Shareholders today.
For further information please contact:
Minerva Resources plc
Tel: +44 (0)20 7629 4800
James Joyce / Sarang Shah
W. H. Ireland
Tel: +44 (0)20 72201666
Bishopsgate Communications Ltd
Tel: +44 (0)20 75623350
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