Further to the announcement on 19 October, 2010, the Board of Agricola announces that it is continuing active negotiations with Kazakh Resources Ltd ("KRL"). KRL owns rights to acquire various mineral assets in Kazakhstan, most notably Tungsten and Molybdenum.
Local due diligence into KRL has been successfully conducted and a draft Competent Persons Report has been prepared. A final Sales Agreement has been drafted but this has still to be completed by KRL and their Kazakh counterparties. Another site visit will be taking place shortly to progress negotiations. As noted in the previous announcement, any transfer of the assets will require the approval of the Government of the Republic of Kazakhstan.
There is still no guarantee that the transaction will be completed.
The Board is also considering other potential transactions.
Further updates will be given with the intention to lift suspension as soon as possible.
Secured Convertible Loan Note Subscription
Agricola announces that Beowulf, the AIM and Aktietorget traded mineral exploration company, has today agreed to subscribe for GBP250,000 of additional secured convertible loan notes (the "Convertible Loan Notes") in Agricola. The subscription amount is to be satisfied as to GBP182,748 through the rolling over of certain existing unsecured loans due to Beowulf and the balance of GBP67,252 in cash. The existing loans being replaced were advanced by Beowulf to Agricola on an ad hoc basis between May 2010 and June 2011.
The Convertible Loan Notes are interest bearing at a rate of 7 per cent. per annum above the Bank of England's base rate from time to time and interest will be compounded quarterly on the principal loan amount outstanding.
The Convertible Loan Notes are secured against all of Agricola's assets, ranking behind Beowulf's existing legal charge in respect of Agricola's Morocco joint venture project, and are repayable on 30 June 2017 or, at Beowulf's option, immediately upon a fundraising of more than GBP400,000 being completed by Agricola, or any time thereafter. At Agricola's option, the Convertible Loan Notes are redeemable early without penalty on 30 June 2012 or at six monthly intervals thereafter. Beowulf is entitled at its sole discretion to convert all or part of the principal loan amount advanced into new ordinary shares in Agricola at a conversion price of 1 pence par value per ordinary share at any time. The notes are transferable subject to certain limited restrictions.
In addition, Beowulf has been granted warrants to subscribe for up to 21,000,000 additional new ordinary shares in Agricola at an exercise price of 1 pence per new Agricola ordinary share at any time prior to 30 June 2014.
Mr Clive Sinclair-Poulton and Mr Anthony Scutt are directors of both Beowulf and Agricola. Accordingly, the subscription for the Convertible Loan Notes, as set out above, is considered to be a related party transaction under the PLUS Rules for Issuers.
Following the abovementioned subscription, Beowulf now holds GBP20,000 of secured convertible loan notes due 2013, GBP250,000 of secured convertible loan notes due 2017, 7,111,000 warrants exercisable at 1 pence per share at any time prior to 14 September 2011, 21,000,000 warrants exercisable at 1 pence per share at any time prior to 30 June 2014 and is interested in 9,500,000 ordinary shares representing approximately 5.92 per cent. of Agricola's issued share capital.
The Directors of Agricola are responsible for the content of this announcement.
Agricola Resources PLC
+353 (0) 85 739 2674
Alexander David Securities Limited
+44 (0)20 7448 9800
David Scott/ Fiona Kinghorn