Source - RNS
RNS Number : 4730H
AIM
08 June 2017
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Jangada Mines plc

("Jangada", the "Company", and together with its subsidiary, the "Group")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

5 Fleet Place, London, England, EC4M 7RD

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.jangadamines.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Jangada is the holding company of the Group, which has a 99.99 per cent. interest(1) via its subsidiary, Pedra Branca do Brasil Minercao Ltda ("Pedra Branca"), in the Pedra Branca PGM project (the "Project") located in northeast Brazil.

 

Pedra Branca holds 100 per cent. of the mineral rights in respect of the Project. The Project is an advanced stage PGM exploration project containing what the Directors understand to be the largest PGM resource, as well as being the only pre-development PGM project, in South America.

 

The Group is currently undertaking various exploration and development activities on the Project and intends to undertake further exploratory analysis and drilling activities, where appropriate, over the course of the coming year on the assets to further prove their potential with part of the net proceeds of the fundraise to occur as part of the Company's AIM admission.

 

As a whole, the Board and the Company's senior management have significant experience in establishing, growing, financing and subsequently monetising early stage mineral projects in Brazil and more widely.

 

Note:

(1)   The Company holds 22,574,327 shares (referred to as quotas) of R$1.00 each in Pedra Branca, fully subscribed and of which 19,904,630 shares are paid up to date. The remaining one quota of R$1.00 fully subscribed and paid up to date is held by FFA Holding & Mineracao Ltda (which is 99.99 per cent. owned by Mr Azevedo) for the benefit of the Company and in compliance with Brazilian laws which require two quota holders for limited liability companies.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

TBC ordinary shares of £0.0004 each in the Company ("Ordinary Shares")

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital raised on admission: TBC

Anticipated market capitalisation on admission: TBC

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

TBC

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

N/A

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Brian Keith McMaster, aged 46 - Executive Chairman

Luis Mauricio Ferraiuoli de Azevedo, aged 53 - Non-Executive Director

Nicholas Kurt von Schirnding, aged 54 - Independent Non-Executive Director

Louis Emmanuel Castro, aged 58 - Independent Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Pre Admission

 

Investor Name

Percentage Holding

Mr Brian McMaster(1)(5)

30.0%

Mr Matthew Wood(2)(5)

30.0%

Mr Luis Azevedo(3)(5)

30.0%

Mr Mark Sumner(4)(5)

10.0%

 

Notes:

(1)   Includes those Ordinary Shares held through Mr McMaster's wholly-owned vehicle, Gemstar Investments Limited

(2)   Includes the Ordinary Shares held by Mr Wood in his own name, those held in his wholly-owned vehicle, Whistling Kite Equity Limited, and those held by his close family members

(3)   Held through Mr Azevedo's wholly-owned vehicle, Flagstaff International Investments Ltd

(4)   Held through Mr Sumner's wholly-owned vehicle, Adelheid Holdings LLC

(5)   The above named persons, their respective wholly-owned vehicles and the close family of Mr Wood are deemed to be acting in concert pursuant to the City Code on Takeovers and Mergers

 

Post Admission

 

TBC

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December(1)

(ii)        31 December 2016(2)

(iii)       30 September 2017, 30 June 2018, 30 September 2018

 

Notes:

(1)   This is the year end of Pedra Branca. The Company's year end is currently 30 June and it is intended that following admission to AIM, the Company will change its year end to be in line with that of Pedra Branca.

(2)   The main financial information is the document is represented by the audited annual accounts for Pedra Branca for the years ending 31 December 2016, 31 December 2015 and 31 December 2014.

 

EXPECTED ADMISSION DATE:

 

Late June 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

 

NAME AND ADDRESS OF BROKER:

 

Beaufort Securities Limited

63 St Mary Axe

London, EC3A 8AA

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Copies of the Admission Document containing full details of the applicant and its securities will be available free of charge from the Company's registered office and from the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD during normal business hours on any weekday (Saturdays and public holidays excepted) and shall remain available for at least one month after Admission. An electronic version of this document is also available to download from the Company's website.

 

DATE OF NOTIFICATION:

 

8 June 2017

 

NEW/ UPDATE:

 

New

 

 

 

 


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