Source - RNS
RNS Number : 6286M
Tengri Resources
17 October 2016


           17 October 2016 


("Tengri" or the "Company"

Board Changes, Outstanding Loan Settlement and  

Convertible Loan Note

Further to the announcement of 6 October 2016, the Board of Tengri, the AIM Rule 15 Cash Shell, is pleased to provide further details of the proposed refinancing of the Company, changes to the Board and other key operational and financial matters (the "Proposals"). Following implementation of these Proposals, Tengri will be entirely debt-free, with significant cash resources available to deploy towards the identification and completion of a Reverse Take-Over ("RTO"). Shareholders can expect news on this RTO process in due course.


Agreement has now been reached with Robust Resources Limited ("Robust"), whereby Robust has formally agreed to relinquish its entire loan of US$1.018m plus interest (the "Robust Loan") owing from the Company (the "Robust Settlement"). In return the Company has agreed to pay Robust US$200,000 from current cash resources and to simultaneously sell to Robust the entire issued share capital of its 100% owned gold exploration subsidiary, Prospech Limited for a nominal value of £1. Tengri will also issue to Robust 4,300,000 ordinary shares of 5p each (the "Robust Shares"). As a result of these transactions, Robust has irrevocably waived any and all claims relating to the Robust Liability and any associated indebtedness.


The Company is also pleased to announce the appointment of Manish Karani as an Executive Director of the Company with immediate effect.


Manish Karani is the founding partner of a boutique private equity firm supporting leading international companies' capital raises, M&A and partnerships with leading entrepreneurs. Prior to this, Manish had over 9 years' experience in private and investment banking in London, Switzerland and Singapore.


The Company further wishes to announce the immediate resignation of Allen Wang and would like to take this opportunity to thank Mr Wang for his contribution to the Company during his tenure as a director.

Additionally, Peterhouse Corporate Finance Limited ("Peterhouse") has raised £650,000 for the Company by way of an issue of unsecured and zero coupon convertible loan notes for the Company (the "Loan Note") to certain private investors (the "CULs Investors"). Upon conversion, the CULs Investors shall obtain new ordinary shares in the Company equivalent to 65.54% of the enlarged share capital of the Company, based on the current issued share capital of 113,918,497 ordinary 5p shares and following the issue of the Robust Shares. Conversion and/or repayment may be at any time post issuance, at the sole behest of the CULs Investor, but in any event, to occur on or before 9 May 2017. Robust has the right to nominate third party investors to subscribe for up to £50,000 of the Loan Notes.

Finally, following a recent purchase from Robust of 30,500,000 ordinary 5p shares in the capital of the Company by Peterhouse, the Company has been informed that Peterhouse now owns 32,500,000 ordinary 5p shares and Robust owns 63,331,150 ordinary 5p shares representing 28.53% and 59.36% respectively of the issued share capital of the Company.


As both Peterhouse and Robust are substantial shareholders of the Company, the Robust Settlement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. ,The Independent Director, being Peter Moss, having been advised by the Company's nominated adviser, finnCap, considers the Robust Settlement to be fair and reasonable so far as the independent shareholders of Tengri are concerned.


The following information is required to be disclosed pursuant to Schedule Two, paragraph (g) and Rule 17 of the AIM Rules for Companies.

Additional information on Manish Karani (aged 28)

Directorships and partnerships currently held or previously held in the last five years by Manish Karani are as follows:

Current                                                                                Previous five years

Guild-Ventures                                                                Guild Acquisitions PLC

Property Consortia

MyHygienist Ltd



For further information, please contact:


Tengri Resources


Peter Moss

+44 20 3301 9346

finnCap Ltd (Nomad)


Christopher Raggett/Grant Bergman/James Thompson

+44 20 7220 0500


Peterhouse Corporate Finance Limited (Broker)


Lucy Williams / Eran Zucker

+44 20 7469 0936




This information is provided by RNS
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