|
|
|
|
|
|
| Further Expands Portfolio of Precious Metal Assets |
HONG KONG, Jan 3, 2012 - (ACN Newswire) - Sino Prosper State Gold Resources Holdings Limited ("Sino Prosper" or the "Company", together with its subsidiaries, the "Group", Stock Code: 00766.hk), a PRC precious metals company, is pleased to announce a major and connected transaction. The Group has entered into an Acquisition Agreement ("Acquisition Agreement") to acquire 77% interests of Guizhou Qianxi'nan Prefecture Longyu Mining Co., Ltd. ("Target PRC Company") from Mr Leung Ngai Man, Chairman and substantial shareholder of Sino Prosper (the "Acquisition"). The total Consideration of the Acquisition is initially at RMB550 million (equivalent to approximately HK$674.85 million). The Acquisition enables the Group to further diversify its portfolio of precious metal assets.
The total consideration of RMB550 million will be payable in the following manner: (i) RMB120 million (equivalent to approximately HK$147.24 million) refundable deposit; (ii) RMB230 million (equivalent to approximately HK$282.21 million) through issuance of a 5-year Convertible Bonds at Conversion Price of HK$0.15 per share, representing a premium of approximately 76.47% over the closing price of HK$0.085 per share on 16 December 2011, the last trading date; and (iii) RMB200 million (equivalent to approximately HK$245.40 million) through issuance of a 5-year Promissory Note bearing interest at 0.15% per annum. As at 30 December 2011, Mr Leung Ngai Man, the Chairman of Sino Prosper, held a 19.30% equity interest in Sino Prosper. Under the terms of the Acquisition Agreement, Chairman Leung (and parties acting in concert with him) will not hold more than 29% of the total number of shares in issue (or any other equity interest percentage which triggers a mandatory general offer obligation under Rule 26 of the Takeovers Code).
The Target PRC Company principally engages in gold mining and exploration and sale of mineral products. The Target PRC Company holds a mining permit on Qing Jiao Gold Mine ("Target Mine") located at Xiongwu Village, Xingyi City, Guizhou Province, the PRC, with mining area amounting approximately 0.6033 sq. km with various kinds of metals including gold. The current Mining Permit from the Chinese government is valid up to July 2015. Under the terms of the framework agreement made by Mr Leung with the existing owner ("Vendor") of the Target PRC Company, prior to closing, the Vendor must obtain the renewed exploration/mining rights of other existing contiguous gold properties and integrate these mining rights as Mining Permits then to be held by Target PRC Company.
The completion of the Acquisition is subject to a number of conditions and due diligence satisfactory to the Group. Among these conditions is the requirement for completion of a technical report in compliance with JORC Code (in the form and substance satisfactory to Sino Prosper) from a Competent Person designated by the Company demonstrating the indicated and measured gold resources in the Target Mine to be not less than 13 tonnes and a valuation report showing the aggregate value of the Target Mine to be not less than RMB720 million (equivalent to approximately HK$883.44 million). The technical report is expected to be available in August 2012 and, therefore, the dispatch of the Circular to shareholders is expected to be made in September 2012. An Extraordinary General Meeting will be held thereafter to seek approval from independent shareholders by the way of a poll contemplated under the Acquisition Agreement.
Mr Richard Sung, CEO of Sino Prosper, commented, "We are very excited by the potential Acquisition and its positive impact on expanding and further diversifying Sino Prosper's resource base and future production. The proposed Acquisition is consistent with our strategy of acquiring producing or near-production assets through our strategic relationships in China. We are confident that the Acquisition and the developments at our Aohanqi Project in Inner Mongolia and Zhongyi Project in Heilongjiang Province will continue to enhance the value of Sino Prosper for our shareholders."
Contact:
Sino Prosper State Gold Resources Holdings Limited
Mr. Garry Stein
Director, Corporate Development
Tel: +852-2829-8911 / +852-6051-8659
E-mail: garrystein@sinoprosper.com
Quam IR
Ms Anita Wan
Tel: +852-2217-2811
E-mail: anita.wan@quamgroup.com
Ms Sharon Au
Tel: +852-2217-2812
E-mail: sharon.au@quamgroup.com
Ms Venus Lam
Tel: +852-2217-2813
E-mail: venus.lam@quamgroup.com
Topic: Press release summary
Source: Sino Prosper State Gold Resources
Sectors: Daily Finance, Daily News
https://www.acnnewswire.com
From the Asia Corporate News Network
Copyright © 2024 ACN Newswire. All rights reserved. A division of Asia Corporate News Network.
|
|
|
