Nova Resources Limited Acquisition of 30% of Nova Mongolia Corp Pte Ltd
TIDMNOVA
RNS Number : 4027X
Nova Resources Limited
14 February 2012
Nova Resources Limited
("Nova" or the "Company")
Acquisition of remaining 30% of the capital of Nova Mongolia Corp Pte Ltd
The Board of Directors are pleased to announce that Nova has purchased 300 shares in the capital of Nova Mongolia Corp Pte Ltd ("Nova Mongolia") from Ms Sarangerel Dorligjav and Mr Demberel Manga (the "Acquisition"). The total consideration for the Acquisition is GBP1,767,857.09 which is to be fully paid by the allotment and issuance of 23,571,428 ordinary shares of par value of GBP0.01 each ("Ordinary Shares") at the issue price of GBP0.075 each (the "Consideration Shares") and 12,857,143 warrants (the "Consideration Warrants").
The Consideration Warrants contain the following terms (the "Terms"):
1 the warrants are not exercisable until Nova has acquired or invested in a company that qualifies as a reverse takeover under the AIM Rules;
2 the warrants are exercisable at a subscription price of GBP0.02 for each Ordinary Share; and
3 the warrants will continue, subject to these conditions, until their expiry date on 28 February 2013.
Neither Ms Sarangerel Dorligjav nor Mr Demberel Manga are related to any director or substantial shareholder of the Company.
Nova now owns 100% of Nova Mongolia; Nova Mongolia owns 100% of Salins Limited and Salins Limited owns 100% of ZHCH Mining LLC.
Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM and it is expected that Admission will be effective and trading will commence at 8:00 am on 21 February 2012. Following Admission, the Company will have 103,771,428 Ordinary Shares in issue. Since the Company holds no shares in Treasury, the total number of voting rights in the Company is therefore 103,771,428 and this figure may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
On a fully diluted basis, following execution of the Consideration Warrant together with execution/conversion of all outstanding options, warrants and convertible loan notes, but not including the convertible loan notes that may or may not be issued pursuant to the Investment Facility with Odin Structured Advisory Services LLP announced on 5 January 2012, (collectively, the "Convertibles") an additional 50,157,143 shares of par value GBP0.01 each would be issued, giving a total number of Ordinary Shares in issue of 153,928,571.
The Convertibles comprise:
1. 42,857,143 warrants which may only be exercised upon completion of a reverse takeover by 28 February 2013, issued as 30,000,000 warrants to Bernholz Limited (the sole beneficiary of which is Chan Fook Meng) and the 12,857,143 Consideration Warrants. The total number of Ordinary Shares that could be issued upon exercise is 42,857,143;
2. 6,500,000 options issued to directors and management of Nova which can only be exercised in tranches as announced on 16 November 2011 and 20 January 2012. The first tranche may only be converted in May 2012 The total number of Ordinary Shares that could be issued upon exercise is 6,500,000; and
3. 60,000 convertible unsecured loan notes which may be converted at any time as announced on 10 February 2012. The total number of Ordinary Shares that could be issued upon exercise is 800,000. For enquiries: Nova Resources Limited Tel: +65 62362985 Chan Fook Meng, Chief Executive Officer Daniel Stewart & Company plc (Nominated Tel: +44 (0)20 7776 6560 Adviser and Broker) David Hart James C Felix
This information is provided by RNS
The company news service from the London Stock Exchange
END
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RNS Number : 4027X
Nova Resources Limited
14 February 2012
Nova Resources Limited
("Nova" or the "Company")
Acquisition of remaining 30% of the capital of Nova Mongolia Corp Pte Ltd
The Board of Directors are pleased to announce that Nova has purchased 300 shares in the capital of Nova Mongolia Corp Pte Ltd ("Nova Mongolia") from Ms Sarangerel Dorligjav and Mr Demberel Manga (the "Acquisition"). The total consideration for the Acquisition is GBP1,767,857.09 which is to be fully paid by the allotment and issuance of 23,571,428 ordinary shares of par value of GBP0.01 each ("Ordinary Shares") at the issue price of GBP0.075 each (the "Consideration Shares") and 12,857,143 warrants (the "Consideration Warrants").
The Consideration Warrants contain the following terms (the "Terms"):
1 the warrants are not exercisable until Nova has acquired or invested in a company that qualifies as a reverse takeover under the AIM Rules;
2 the warrants are exercisable at a subscription price of GBP0.02 for each Ordinary Share; and
3 the warrants will continue, subject to these conditions, until their expiry date on 28 February 2013.
Neither Ms Sarangerel Dorligjav nor Mr Demberel Manga are related to any director or substantial shareholder of the Company.
Nova now owns 100% of Nova Mongolia; Nova Mongolia owns 100% of Salins Limited and Salins Limited owns 100% of ZHCH Mining LLC.
Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM and it is expected that Admission will be effective and trading will commence at 8:00 am on 21 February 2012. Following Admission, the Company will have 103,771,428 Ordinary Shares in issue. Since the Company holds no shares in Treasury, the total number of voting rights in the Company is therefore 103,771,428 and this figure may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
On a fully diluted basis, following execution of the Consideration Warrant together with execution/conversion of all outstanding options, warrants and convertible loan notes, but not including the convertible loan notes that may or may not be issued pursuant to the Investment Facility with Odin Structured Advisory Services LLP announced on 5 January 2012, (collectively, the "Convertibles") an additional 50,157,143 shares of par value GBP0.01 each would be issued, giving a total number of Ordinary Shares in issue of 153,928,571.
The Convertibles comprise:
1. 42,857,143 warrants which may only be exercised upon completion of a reverse takeover by 28 February 2013, issued as 30,000,000 warrants to Bernholz Limited (the sole beneficiary of which is Chan Fook Meng) and the 12,857,143 Consideration Warrants. The total number of Ordinary Shares that could be issued upon exercise is 42,857,143;
2. 6,500,000 options issued to directors and management of Nova which can only be exercised in tranches as announced on 16 November 2011 and 20 January 2012. The first tranche may only be converted in May 2012 The total number of Ordinary Shares that could be issued upon exercise is 6,500,000; and
3. 60,000 convertible unsecured loan notes which may be converted at any time as announced on 10 February 2012. The total number of Ordinary Shares that could be issued upon exercise is 800,000. For enquiries: Nova Resources Limited Tel: +65 62362985 Chan Fook Meng, Chief Executive Officer Daniel Stewart & Company plc (Nominated Tel: +44 (0)20 7776 6560 Adviser and Broker) David Hart James C Felix
This information is provided by RNS
The company news service from the London Stock Exchange
END
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