Gold
Aura Limited (�GOA�) today announced that it has signed a Merger
Implementation Agreement (�MIA�) with Premier Mining Pty Ltd (�PMPL�)
and its shareholder Premier Minerals Limited (�PML�).
The
MIA proposes the acquisition by GOA of the entire issued capital of
PMPL in consideration for the issue of ordinary shares by GOA to PML.
The
key terms of the MIA are as follows;
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GOA will acquire the entire issued share
capital of PMPL.
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The consideration for the acquisition will
comprise the issue of a total number of ordinary shares in GOA to
PML representing approximately eighty-seven percent (87%) of the
entire combined equity of GOA on completion. The
consideration shares will rank pari passu with
all other shares on issue at the date of completion of the proposed
merger.
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The proposed merger is subject to a number
of conditions including regulatory approvals, the completion of, to
GOA and PMPL�s reasonable satisfaction, respective due diligence
investigations, shareholder approval by GOA shareholders and an
independent expert appointed by GOA opining that the proposed
merger is in the best interests of GOA shareholders.
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Upon completion of the transaction GOA's
current chairman Greg Starr will be appointed to the key role of
CEO and Executive Director of the merged entity. Ken Chapple
will continue in a senior executive capacity, although not on the
board. The new board will include the appointment of Alan Grant as
Chairman, Graeme Robertson, Robert Miller and Colin Grant as
directors. Mr James Collins-Taylor will retire as a director.
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Shareholder
approval for the proposed merger will be sought at a meeting of GOA
shareholders and an explanatory memorandum setting out further
details of the proposed merger will be sent to GOA shareholders in
advance of the meeting.
Further
particulars of the terms of the Merger Implementation Agreement are
set out in the Appendix to this announcement.
Click here to view appendix.
Premier
Mining Pty Limited (PMPL) is a wholly owned subsidiary of Premier
Minerals Ltd. Premier Minerals Limited is an unlisted public company
incorporated in Singapore specifically established as an investment
group to become an active participant in the expanding Mineral
Resources markets of the Asian region. PMPL
owns resource tenements in Australia, summarised as follows:
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Project/Deposit
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Size
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�TiO
�Rutile/Feldspar Project
Chillagoe
Queensland
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4
granted and adjoining Mining Leases totaling
137
hectares covering 4.7kms with high grade pure rutile and premium
grade feldspar
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�Chillagoe
Gold� gold, silver, copper, lead, zinc and antimony
Chillagoe, Queensland
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4
granted MLs covering 480ha and 4 EPMs covering 66 km2 containing 37
base metal/polymetalic targets
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�Way
Way� Molybdenum, Wolfram Prospect
Way Way,
New South Wales
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Granted
ELA covering 7 units
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In
addition to these mining assets, PMPL has significant cash assets
available that will be incorporated within the proposed merger.
The proposed merger enhances GOA�s existing asset base that currently
comprises the Croydon Zinc Project, Fergusson Island (PNG) Gold
Project and Brazilian Gold Project assets.
�The
consolidation of Premier�s Australian resources with that of Gold
Aura gives rise to a diverse range of mineral targets that can be
commercially brought to production quickly. Premier views this
merger as an exciting opportunity for both Premier and Gold Aura
shareholders,� Alan
Grant, Chairman PML commented.
�A
merger with Premier will transform GOA into a well funded, near term
mineral producer, with a focus in the highly prospective area of
North Queensland. The combination will create a company with near
term production at Chillagoe, Ferguson Island and Brazil together
with exciting longer term exploration potential at the Croydon Zinc
Project,� Greg
Starr, Chairman GOA added.