Rule 2.5 Announcement


Rule 2.5 Announcement


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Minco plc Sale of Curraghinalt Royalty

Recommended Offer for Minco plc by Dalradian Resources Inc.
Demerger of Buchans to Minco Shareholders

The Boards of Minco plc (“Minco”) and Dalradian Resources Inc. (“Dalradian”) are pleased to announce that they have reached agreement on the terms of the disposal of Minco’s 2% net smelter return royalty on the Curraghinalt gold deposit ("Royalty"), which is currently being developed by Dalradian ("Royalty Disposal").

The Royalty Disposal is being effected by means of a recommended share for share acquisition for the entire issued and to be issued share capital of Minco (the “Offer”) which will be implemented by means of a scheme of arrangement, under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (“Scheme”).

As part of the Scheme it is also proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans Resources Limited (“Buchans”) to Minco Shareholders by way of a transfer in specie (the “Demerger”) so that on the completion of the Offer the only asset held by Minco will be the Royalty. Buchans is a Canadian registered company which holds directly or indirectly all of the assets of Minco other than the Royalty.

Following the Scheme and the Demerger, 15,490,666 New Dalradian Shares in total would be issued to Minco Shareholders and Buchans in connection with the Scheme on the following basis. Pursuant to the Offer, Minco Shareholders would be issued 11,618,000 New Dalradian Shares which would be 75 per cent. of the total New Dalradian Shares to be issued in connection with the Royalty Disposal. The balance of the New Dalradian Shares, being 3,872,666 and representing 25 per cent. of the total, would be issued on the basis set out below directly to Buchans, which would then be wholly owned by Minco Shareholders.

In order to implement the Scheme, it will be necessary for the Minco Shareholders to approve a number of resolutions at the Court Meeting and Extraordinary General Meeting.

For more information, please see the announcement dated 1 June 2017.