Erris Resources plc / EPIC: ERIS.L / Market: AIM / Sector: Mining
26 October 2020
Erris Resources plc
("Erris Resources" or the "Company")
Result of General Meeting
Erris Resources announces that at its general meeting held earlier today, all resolutions were duly passed.
Accordingly, pursuant to the Proposals announced on 8 October 2020, the acquisition of 50% of the issued share capital of Deutsche Lithium GmbH (the principal asset of which is the Zinnwald Lithium Project), the Placing to raise £3.75m before expenses, the change of Company name and the approval of the Rule 9 Waiver can proceed.
The Company's change of name to Zinnwald Lithium Plc and change of AIM ticker symbol to ZNWD can take place once Companies House has issued a new certificate of incorporation reflecting the change of name. The change of name for trading of the Company's shares on AIM is expected to become effective from 29 October 2020. A further announcement will be made in due course.
The Company will also complete the divestment of its shareholding in Erris Gold Resources Ltd to those Erris Shareholders on its register at 6pm on 27 October 2020 by way of a dividend in specie on 29 October 2020.
Detailed Results from the General Meeting
Resolution |
Votes for |
Votes Against |
Approval |
Withheld |
Ordinary Resolutions |
Shares |
Shares |
% |
Shares |
1. Waiver of obligations due under Rule 9 of the Takeover Code |
16,497,837 |
Nil |
100% |
160,000 |
2. Acquisition of the shareholding in Deutsche Lithium Gmbh |
16,657,837 |
Nil |
100% |
Nil |
3. Divestment of the shares in Erris Gold Resources by dividend in specie |
16,657,837 |
Nil |
100% |
Nil |
4. Authorise the Directors to allot the Ordinary Shares referred to in Resolution 2 |
16,657,837 |
Nil |
100% |
Nil |
5. Authorise the Directors to allot further Ordinary Shares |
16,657,837 |
Nil |
100% |
Nil |
6. Adopt the new Share Incentive Schemes |
16,657,837 |
Nil |
100% |
Nil |
Special Resolutions |
|
|
|
|
7. Disapply the statutory pre-emption rights on allotment of shares under Resolution 4 |
16,657,837 |
Nil |
100% |
Nil |
8. Disapply the statutory pre-emption rights on allotment of shares under Resolution 5 |
16,657,837 |
Nil |
100% |
Nil |
9. Change the name of the company to Zinnwald Lithium Plc |
16,657,837 |
Nil |
100% |
Nil |
Rule 9 Waiver
The Concert Party will have, upon Admission, an interest in 44.38 per cent. of the Enlarged Ordinary Share Capital. In addition, Cherif Rifaat will hold Options over 800,000 new Ordinary Shares. Assuming that these Options are exercised in full at the earliest opportunity (all Options have vested) and no other new Ordinary Shares are issued, the maximum interest, in aggregate, of the Concert Party would be 91,539,170 Ordinary Shares, representing approximately 44.60 per cent. of the then enlarged voting rights of the Company.
AIM Rule 17
Pursuant to AIM Rule 17, the following are the changes in shareholdings of significant shareholders upon Admission, in so far as the Company is aware:
· Bacanora Lithium plc's shareholding in the Company will be 90,619,170 Ordinary Shares, which will represent 44.3% of the Enlarged Ordinary Share Capital
· Henry Maxey's shareholding in the Company will be 30,000,000 Ordinary Shares, which will represent 14.7% of the Enlarged Ordinary Share Capital
· David Hall's shareholding in the Company will remain at 6,827,000 Ordinary Shares but will represent 3.3% of the Enlarged Ordinary Share Capital
· Osisko Gold Royalties' shareholding in the Company will remain at 5,876,000 Ordinary Shares but will represent 2.9% of the Enlarged Ordinary Share Capital
· Graham and Christine Donaldson's shareholding in the Company will remain at 2,600,000 Ordinary Shares but will represent 1.3% of the Enlarged Ordinary Share Capital
· Richard Thomas's shareholding in the Company will remain at 2,340,213 Ordinary Shares but will represent 1.1% of the Enlarged Ordinary Share Capital
Admission to AIM and Total Voting Rights
Application has been made for the Enlarged Ordinary Share Capital of 204,455,957 Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective on or around 29 October 2020.
Following Admission, the Company will have 204,455,957 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 204,455,957. This figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The same definitions apply throughout this announcement, unless the context requires otherwise, as applied in the Admission Document, published on 8 October 2020, and which is available on the Company's website, www.errisresources.com.
*ENDS*
For further information visit www.errisresources.com or contact:
Anton du Plessis |
Erris Resources plc |
+353 (0) 94 902 8481 |
David Hart/Liz Kirchner |
Allenby Capital (Nominated Adviser) |
+44 (0) 20 3328 5656 |
Zoe Alexander/Andy Thacker |
Turner Pope Investments (TPI) Ltd (Broker) |
+44 (0) 20 3657 0050 |
Isabel de Salis/Beth Melluish |
St Brides Partners (Financial PR) |
+44 (0) 20 7236 1177 |