Katoro Gold PLC - Potential Disposal of Imweru Gold Project
(Registration Number: 9306219)
Share code on AIM: KAT
("Katoro" or "the Company")
Term Sheet regarding potential
The Proposed Disposal is reflective of Katoro's evolved strategy to develop a portfolio of assets focused on the battery metals sector. The recent acquisition of the
Louis Coetzee, Executive Chairman of
Further Details on the Term Sheet and Proposed Disposal
Imweru is in the Lake Victoria Goldfields region of northern
The Subsidiary is also the 100% owner of the Company's earlier stage Lubando gold project ('Lubando') and Katoro's other gold prospecting licences in
Under the Term Sheet, LVG, an unlisted public company limited by shares, incorporated in
Completion of the Proposed Disposal will enable Katoro to focus its resources on other projects in its portfolio, including the highly prospective
Subject to completion of due diligence by LVG on Reef Miners and its assets, and agreement on the terms of a binding Sale and Purchase Agreement ('SPA'), the Term Sheet sets out that the following consideration is payable to Katoro:
The Purchaser may offer Katoro shares in the Purchaser in lieu of part, or all, of the cash payments detailed in 3, 4 or 5 above (the 'Share Offer'). The price applied to the shares offered in the Share Offer will be based on a valuation to be agreed between Katoro and the Purchaser at the time of making the Share Offer.
The acceptance of shares in the Purchaser in lieu of cash payment will be at the sole discretion of Katoro.
If the Purchaser does not make the payments detailed in 3 or 4, and does not offer shares in lieu of the payments, or Katoro does not accept the Purchasers shares in lieu of payment, then 100% of the ownership of the Subsidiary will revert to Katoro.
If the Purchaser does not make the payment detailed in 5 above, and does not offer shares in lieu of the payment, or Katoro does not accept the Purchasers shares in lieu of payment, then 50% of the ownership of the Subsidiary will revert to Katoro.
A 1.5% NSR shall also be paid on gold produced from the licences the subject of the Proposed Disposal.
The SPA will be subject to certain conditions precedent, including receipt of any governmental, regulatory and/or shareholder approvals.
Requirement for Katoro Shareholder approval for the Proposed Disposal
The Proposed Disposal constitutes a fundamental change of business of the Company pursuant to Rule 15 of the AIM Rules for Companies. Accordingly, in the event that Katoro and LVG enter into the SPA, completion of the Proposed Disposal will be conditional, inter alia, on the approval of the Company's shareholders at a general meeting that will need to be convened by publication of a shareholder circular and notice of general meeting at the appropriate time.
The necessary threshold to approve the resolution (which would be proposed as an ordinary resolution) to approve the Proposed Disposal (the "Resolution") is more than 50 per cent. of the votes validly cast being in favour of the Resolution. The Company's majority shareholder, Kibo Energy plc ("Kibo"), which is currently interested in approximately 54.6% of the Company's issued share capital, has indicated in writing to the
Further announcements will be made as appropriate.
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.
For further information please visit www.katorogold.com or contact:
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+44 (0) 20 7409 3494
+44 (0) 1483 413 500
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+44 (0) 20 7236 1177
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Market Cap: £2.95 m
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