Acquisition
Ovoca Resources PLC
10 May 2005
Ovoca Resource plc ("Ovoca" or the "Company")
Acquisition of Norplat Limited ("Norplat")
The board of Ovoca Resources plc, the international exploration company, (OVG.I
Dublin and OVG.L London), is pleased to announce that it has completed the
acquisition of a 78 percent interest in the issued share capital of Norplat (the
"Acquisition"), subject only to admission of the new ordinary shares to trading
on the Irish Enterprise Exchange ("IEX"). As consideration for the Acquisition,
Ovoca will issue 39,500,000 new ordinary shares or 11 Ovoca ordinary shares for
every 10 ordinary shares in Norplat transferred.
In addition Ovoca has entered into a call option agreement which will give Ovoca
the right, but not the obligation, to acquire the remaining 22 percent of the
issued share capital of the Company and also all of the issued warrants over the
share capital of Norplat (the "Option Agreement"). The consideration for each
Norplat ordinary shares acquired pursuant to the Option Agreement will be 11
Ovoca ordinary shares for every 10 ordinary shares in Norplat transferred.
There are 10,000,000 warrants over the share capital of Norplat in issue each of
which is convertible into one ordinary share in Norplat. These warrants have an
exercise price of Stg 6p and will expire on 31 December 2005.
There are 33 shareholders in Norplat and their collective interest, including
their interests held before the Acquisition, will be 45.4 percent of the
enlarged share capital of Ovoca.
Background to and Reasons for the Acquisition
Norplat holds an exploration licence in the Kola Peninsula which forms part of
the Baltic shield of North West Russia. This Kolmozero-Voronya exploration
license area has been subjected to varying degrees of exploration activity for
over 50 years, the majority of which has been conducted by governmental
organisations. The license is valid until 15 July 2008.
The Acquisition gives Ovoca immediate ownership of a controlling interest in a
company with exploration prospects, which include known platinum, gold, copper
and nickel mineralisation. A competent persons report prepared by SRK
Consulting has reported a resource of 900,000 ounces of gold under Russian
geological resource estimation standards.
Norplat is currently carrying out a diamond trenching and drilling programme on
two of the advanced platinum and gold prospects, Oleninskoye and Nyalm, within
its License. In addition, Norplat is at an advanced stage in its application to
enlarge the current licence area in the Kola Peninsula to include additional
gold, platinum group and base metal prospects.
The board believes that Norplat's assets, including their exploration properties
and assets in Russia, will complete the transformation of the Company into a
more geographically diversified base and precious metals exploration company
with an experienced management team and a strong balance sheet.
Changes to the Board
Mr Roger Turner and Dr. Barrie Oakes, will join the board of Ovoca as Chairman
and Chief Executive officer respectively. Both have a track record in the
acquisition, exploration and ultimate development of mining projects in the
former Soviet Union and worldwide. Mr Turner is well known in the mining
industry with experience in establishing and managing early stage mining
companies and developing mines, of which the latest include Oxus Gold plc and
Minco plc. Dr. Barrie Oakes has over 35 years experience in the mining industry
working in North America, Africa, Arabia, Eastern Europe and Former Soviet
Union. He has worldwide experience in senior management acquiring evaluating
and developing precious and non-ferrous mining projects.
The board following the Acquisition will consist of:
Roger Turner Non-Executive Chairman
Barrie Oakes Chief Executive Officer
John O'Connor Finance Director
Paul Smithwick Non-Executive Director
Richard O'Shea Non-Executive Director
David Dobson Non-Executive Director
Orderly market arrangement
To ensure an orderly market for Ovoca, a number of larger vendors, including the
directors of Norplat, have entered into an undertaking with the Company that
they will not sell or dispose of, or agree to sell or dispose of, any of their
shareholding in Ovoca for periods ranging from 6 to 12 months following the date
of admission of the new ordinary shares to trading on the IEX.
Admission
Application will be made to the Irish Stock Exchange for 39,500,000 ordinary
shares to be admitted to trading on the Irish Enterprise Exchange of the Irish
Stock Exchange. Dealing is expected to commence in these shares on 16 May 2005.
These new ordinary shares have been allotted and will rank pari passu in all
respects with the existing issued ordinary shares.
Contacts
Barrie Oakes +44 (0)795 1139266
Roger Turner +44 (0)773 092813
John O'Connor +353 (0)1 491 2944
Richard O'Shea +353 (0)87 2560 397
John Frain (Davy Corporate Finance) +353 (0)1 679 6363
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange