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MINREX RESOURCES LIMITED — Capital/Financing Update 2014
Jun 18, 2014
65375_rns_2014-06-18_d3df940b-de13-44d5-a1cd-74efdcd0e454.pdf
Capital/Financing Update
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ASX AND MEDIA ANNOUNCEMENT
19 June 2014
COMPLETION OF DUE DILIGENCE AND GRANT OF LOYALTY OPTIONS
KEY POINTS
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Minrex completes due diligence and proceeds with Skin Transaction
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Share Purchase Agreement to be finalised shortly
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Loyalty Options to be granted to Minrex Shareholders
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Additional director to be appointed as independent non- executive
chairman
ACQUISITION OF SKIN ELEMENTS
Minrex Resource NL ( Minrex ) announces the completion of due diligence on the acquisition of 100% of the issued share capital of Skin Elements Pty Ltd ( Skin ) as announced on 9 April 2014 ( Transaction ).
Minrex and Skin Shareholders are proceeding to formalise the Transaction in a Share Purchase Agreement ( SPA ). The SPA will reflect the terms of the Transaction as previously announced and will contain provisions that are usual for transactions of this nature, including those that reflect the outcome of due diligence. A further announcement, including an updated indicative timetable, will be made once the SPA is executed.
ASX / MEDIA ANNOUNCEMENT COMPLETION OF SKIN DUE DILIGENCE AND GRANT OF LOYALTY OPTIONS TO MINREX SHAREHOLDERS
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VARIATION TO THE MATERIAL TERMS OF THE TRANSACTION
Loyalty Options
Minrex Shareholders who are registered as at the close of business on the day before the date on which Shareholder approval of the transaction is obtained ( Record Date ), will be granted loyalty options ( Loyalty Option Issue ). Shareholders will be advised of the Record Date following execution of the SPA. The Loyalty Option Issue is conditional on Transaction completion and subject to the following terms:
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The loyalty options will be issued following the completion of the Transaction ( Issue Date ).
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The entitlement to loyalty options will be on the basis of one free attaching loyalty option for every three shares held as at the Record Date.
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The exercise price of each loyalty option will be $0.20 and the expiry date will be 3 years from the Issue Date.
Additional Director
With effect from Transaction completion there shall be five Directors and subject to the receipt of appropriate letters of consent to act as Directors, Minrex Resources NL ( Minrex ) agrees to appoint/retain:
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David Humann as independent Non-Executive Chairman;
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Peter Malone as Executive Director and CEO;
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Luke Martino as Non-Executive Director;
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Simon Durack – existing Company Secretary and Non-Executive Director; and
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Errol Bome – existing Non-Executive Director.
Mr Humann is a Fellow of the Institute of Chartered Accountants, a Fellow of CPA Australia and a Fellow of the Australian Institute of Company Directors. He was Chairman and Senior Partner of Price Waterhouse (Hong Kong and China). He was also the Managing Partner of Price Waterhouse, Asia Pacific Region, and a member of the World Board of Price Waterhouse and of the global firms World Executive Management Committee based in London, and New York. He is currently the Chairman of Mincor Resources NL and a Director of other public and private companies.
For profile summaries of the other Directors please refer to the 9 April 2014 announcement.
For all enquiries, please contact:
| Simon Durack | Peter Malone |
|---|---|
| Executive Director | CEO |
| Minrex Resources NL | Skin Elements Pty Ltd |
| Ph: (08) 9486 8806 | Ph: (08) 9486 4792 |