Schedule One - Amur Minerals Corporation

AIM

15 May 2024

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Amur Minerals Corporation ("Amur" or the "Company") The Company is proposing to change its name to CRISM Therapeutics Corporation upon completion of a reverse takeover ("RTO") of Extruded Pharmaceuticals Limited ("EPL" or "Extruded", and together with Amur, the "Enlarged Group").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Amur and the Enlarged Group, post Admission: Kingston Chambers PO Box 173 Road Town Tortola British Virgin Islands Extruded: Douglas Bank House Wigan Lane Wigan WN1 2TB

COUNTRY OF INCORPORATION:

British Virgin Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Currently: www.amurminerals.com From Admission: www.crismtherapeutics.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Amur is currently classified as an AIM Rule 15 cash shell. It proposes to acquire 100 per cent. of EPL by way of an RTO under AIM Rule 14. Amur has called a general meeting of the Company in order to approve the proposed RTO, approve a change of name to CRISM Therapeutics, and approve a share consolidation of 1 new ordinary share for every 160 existing ordinary shares. EPL is a UK-based pharmaceutical company which was founded in March 2016. EPL has developed an innovative drug delivery technology to improve the clinical performance of cancer treatments for solid tumours through the local delivery of chemotherapy drugs. ChemoSeed®, EPL's lead product, can be implanted directly into the tumour or the resection margin following the removal of a tumour. This ensures that therapeutic concentrations of chemotherapy drugs reach the deep-seated tumour tissue or cover the entire resection margin. In the case of treating high grade glioma, ChemoSeeds can be implanted during surgery thereby bypassing the blood brain barrier, which prevents other treatments from being able to reach the tumour and be effective. ChemoSeed addresses a significant, unmet medical need in the treatment of glioblastoma and high grade glioma. There are no current cures and present treatments merely seek to simply extend life, often by just a few months, with serious adverse side effects. Each ChemoSeed consist of a chemotherapeutic agent (irinotecan) and a bioresorbable polymer, both of which have been previously administered to the brain with no toxicity issues. This, combined with the target markets for ChemoSeed being unmet medical needs, means EPL could potentially receive conditional marketing authorisation in the UK on the back of positive Phase II clinical trial data. This authorisation could be received as early as 2028, therefore reducing the time and cost to commercialisation of irinotecan loaded ChemoSeeds for glioblastoma and high-grade glioma treatment.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

The Company currently has 1,392,872,315 Exiting Ordinary Shares in issue. Assuming the proposed share consolidation is approved, there would be 32,678,150 ordinary shares of no par value. No restrictions on transferability.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission. Anticipated market capitalisation on admission: £7.5 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

73.26 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Not applicable

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors, all to step down at Admission: Robert William Schafer, Non-Executive Chairman Robin Jay Young, Chief Executive Officer Thomas (Tom) Edward Bowens, Non-Executive Director Paul Terence Gazzard, Independent Non-Executive Director Proposed Directors, to join the board from Admission: Dr Nermeen Yunus Varawalla, Independent Non-Executive Chair Andrew James Webb, Chief Executive Officer Dr Christopher (Chris) McConville, Chief Scientific Officer Gerald (Gerry) Douglas Beaney, Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name Percentage of existing ordinary share capital Percentage of enlarged share capital upon Admission Andrew Webb - 18.63% Christopher (Chris) McConville - 15.02% Brian Murray - 15.02% David Lawton - 15.02% Linista Group Inc - 4.52%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not applicable

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i)          31 December ii)         Amur: 31 December 2023; Extruded: 31 December 2023 iii)   Interim accounts for the six months ended 30 June 2024 by 30 September 2024; annual accounts for the year ended 31 December 2024 by 30 June 2025; interim accounts for the six months ended 30 June 2025 by 30 September 2025

EXPECTED ADMISSION DATE:

31 May 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

NAME AND ADDRESS OF BROKER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP in accordance with the AIM Rules. The document will also be available for download from the Company's website at www.amurminerals.com up to Admission and at www.crismtherapeutics.com post Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

15 May 2024

NEW/ UPDATE:

New

 

END