Result of General Meeting held on the 25th May 2022.
- Shareholders voted down the Stanmix $105m cash offer for the Kun Manie nickel/copper sulphide project in the Far East of Russia during the General Meeting yesterday.
- 73% of ~311m cast votes (~22% turnout) voted against the deal.
- The proposed $105m cash offer was proposed to be split over the following tranches:
- $15m on completion of the transaction;
- $10m within 12 months of the Share Purchase Agreement (SPA);
- $50m within 48 months of the SPA;
- $30m payable in 10 annual instalments of $3m starting on the anniversary of the date of completion in 2027.
- Stanmix Holding is a Cyprus based company controlled by Vladislav Sviblov, a Russian entrepreneur involved in a number of mining M&A transactions recently.
Robin Young, CEO of Amur, commented: “The shareholders have voted against the offer for the Kun-Manie Project from Stanmix Holding Limited for US$105 million in aggregate. The total consideration offered was a significant premium to the Company’s most recent and current market capitalisation and in line with an independent valuation report commissioned by the Board. As such, it was appropriate for the Board to call the General Meeting to provide the shareholders with an opportunity to consider the resolution given the current geopolitical setting related to the Russian Federation. Going forward, Amur will endeavour to advance the Project per the terms of its Detailed Exploration and Mining License as well as continuing discussions with interested and qualifying parties.”
Conclusion: Shareholders voted down the proposed $105m cash offer suggesting the deal with a large part of the consideration delayed to later years undervalued the business and added risk that payments may not be completed amid latest geopolitical tensions following the invasion of Ukraine. The Company highlighted it is now planning to continue to advance the Kun Manie Project per original plan while continuing discussions with interested parties. The latter presumably should potentially involve an improvement on the Stanmix offer.
*SP Angel act as Nomad and Broker to Amur Minerals
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