Update on Disposal and Board Changes

Argos Resources Ltd

25 August 2023

 

25 August 2023

ARGOS RESOURCES LIMITED

("Argos" or "the Company")

Update on Disposal and Board Changes

Argos Resources Limited (AIM: ARG.L), provides an update on the proposed disposal of the Company's PL001 Production Licence interests in the North Falkland Basin to JHI Associates Inc. ("JHI").

On 3 May 2023, Argos announced that it had entered into a Licence Acquisition Agreement ("LAA") with JHI, pursuant to which JHI would acquire Argos' PL001 Production Licence interests in the North Falkland Basin (the "Licence") in return for consideration primarily comprising new JHI Common Shares (the "Disposal").  Assuming completion of the LAA, the Company's sole asset would be a holding in JHI Common Shares and in this scenario the Directors believed that it would be in the best interests of the Company and its shareholders to seek shareholder approval for cancellation of the admission of the Ordinary Shares to trading on AIM ("Cancellation"). The Disposal and the Cancellation were approved by Argos' shareholders at a general meeting of the Company held on 26 May 2023.

On 18 August 2023, the Company announced that to provide additional time for receipt of the required consent to the transfer of the Licence, Argos and JHI had signed an addendum to the LAA to extend the long stop date for completion to 30 September 2023.

The Company also confirmed that the Board intends to seek shareholder approval for the Company to be wound up and a liquidator appointed ahead of the Cancellation, conditional on the LAA completing.

Board Changes

In the Company's circular dated 3 May 2023 (the "Circular"), it was anticipated that the non-executive directors of the Company would resign as directors of the Company shortly after the Cancellation was effective.  As the Company now intends to seek shareholder approval for the Company to be wound up and a liquidator appointed ahead of the Cancellation, the Company confirms that Dennis Carlton, Christopher Fleming and James Ragg have all resigned as non-executive directors of the Company with immediate effect.

Ian Thomson (Executive Chairman), John Hogan (Managing Director), and Andrew Irvine (Finance Director) intend to remain as directors of the Company for the purposes of placing the Company into members voluntary liquidations, subject to the required shareholder approval being obtained, completion of the LAA and the Cancellation occurring.

General Meeting

The Company will set out further details of its intention for the Company to be wound up and a liquidator appointed in a circular and notice of meeting to convene the general meeting, which is expected to be posted to shareholders on or around 31 August 2023.

Suspension of Trading

Trading in the Company's ordinary shares on AIM was suspended on 3 July 2023 ("Suspension") and the Suspension is expected to remain in place until Cancellation occurs.  The Company will continue to make announcements in accordance with its obligations under the AIM Rules.

Further details on the Disposal and Cancellation are set out in the Circular, which is available on the Company's website www.argosresources.com.

For further information:

Argos Resources Limited ([phone])

www.argosresources.com

Ian Thomson, Chairman

John Hogan, Managing Director

Cenkos Securities PLC

Neil McDonald ([phone])

Derrick Lee ([phone])

 

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