Copper Development Corporation Result of Meeting (2542B)

TIDMCDC

RNS Number : 2542B

Copper Development Corporation

05 October 2015

For Immediate Release 5 October 2015

Copper Development Corporation

("CDC" or "the Company")

CDC Completes Copper Project Sale, Changes Business Focus to Biotech and Appoints Jim Mellon as Director

Highlights

Following the General Meeting held today, CDC has:-

-- Completed the sale of its interest in the Hinoba-an Copper Project in the Philippines; following the earlier release of the Basay Project, the Hinoba-an disposal constitutes a fundamental change of business; and the Company's assets are now principally its cash balances of US$1.5 million;

-- Had approval to change its name to Life Science Developments Limited and adopted a new investment policy that involves seeking to invest in or acquire companies within the biotechnology, life sciences and related sectors; and

   --      Appointed Jim Mellon to the Board as a non-executive director. 

Mitch Alland, Executive Chairman of CDC, commented:-

"I welcome Jim Mellon to the Board of Life Science Developments Limited and look forward to his guidance on our new path of biotech investments. Jim has not only been highly successful in pioneering ventures in biotech and life sciences, but is also well known as a knowledgeable and effective entrepreneur and as an author of widely read books on investment.

We had to exit copper exploration because our cash resources, even under our current care and maintenance regime, were only enough to last two or three years. That was unlikely to be long enough to assure a more attractive sale of our copper project in the light of the recently revised prospects for the long-term copper price under the new market consensus. In contrast, we believe the opportunities in the life science sector will offer prospects for maximizing value for our shareholders."

Results of the General Meeting

Copper Development Corporation (AIM: CDC) is pleased to announce that all resolutions were passed at the General Meeting held today. Accordingly, the Company has now completed the sale of the entire issued share capital of CDC Philippines Holdings Limited, the Company's wholly-owned subsidiary, which held its interest in the Hinoba-an Copper Project, to 0999562 B.C. Ltd., a company incorporated in British Columbia, Canada for a cash consideration of US$500,000.

The Hinoba-an disposal follows the previously announced release of the Company's interest in the Basay Project in February 2015 and constitutes a fundamental change of business of the Company under Rule 15 of the AIM Rules for Companies.

Following the Hinoba-an disposal, the Company's assets are principally its cash balances of approximately US$1.5 million.

The Company is now classified under the AIM Rules as an Investing Company and has adopted the Investing Policy as set out in Appendix 1 to this Announcement. Under the AIM Rules, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy within twelve months of the General Meeting, failing which, the Company's Ordinary Shares would then be suspended from trading on AIM. If the Company's Investing Policy has not been implemented or it has been unable to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules within 18 months of the General Meeting the admission to trading on AIM of the Company's Ordinary Shares will be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

In conjunction with the new Investing Policy, the Company has today appointed Jim Mellon as a non-executive director. Mr. Mellon is a successful, experienced entrepreneur and investor, whose focus since 2012 have targeted the life science sector. He is also a well-known author of widely-read books on investments. Further disclosures on Jim Mellon, as required by the AIM Rules, are set out in Appendix 2 of this Announcement.

Shareholders have also approved a change of the Company's name to Life Science Developments Limited. As a result the TIDM will change to 'LIFE' and we anticipate that the ISIN will be KYG7255F1063. Trading under the new name is expected to become effective as of 8.00 am on 6 October 2015. Whilst the Company is developing a new website, www.lifesciencedevelopments.com, the Company's current website will remain live until this is complete: a further announcement will be made once this new website is live.

All capitalised terms in this Announcement are as defined in the Circular unless the context otherwise requires.

Copper Development Corporation [phone]

Mitch Alland, Executive Chairman & Chief Executive Officer

Denham Eke, Chief Financial Officer

Beaumont Cornish Limited (Nominated Adviser and Broker) [phone]

Roland Cornish and James Biddle

Appendix 1: Investment Policy

The Company will seek to invest in and/or acquire companies within bio-technology, life sciences and related technologies. Initially, the geographical focus will be North America, Asia and Europe but investments may also be considered in other regions to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved. The Company's focus will be on either building a sizeable investment fund within the Company's chosen sector or on the acquisition of a single company or business in this sector, constituting a reverse takeover under the AIM Rules for Companies.

In selecting investment opportunities, the Board will focus on companies, businesses, assets or projects that are available at attractive valuations, hold opportunities to unlock embedded value and where intrinsic value can be achieved from the restructuring of investments or mergers of complementary businesses. Where appropriate, the Board may seek to invest in targets where it may exert influence at board level, add expertise to the management, and utilise industry relationships and access to finance; as such investments are likely to be actively managed.

The Company's interests in a proposed investment or acquisition may range from a minority position to full ownership and may comprise one investment or multiple investments. The proposed investments may be in either quoted or unquoted companies; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in companies, assets or projects.

The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets by the Company cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that any investment may be held by the Company.

Whilst the Company's focus will be on either building a sizeable investment fund within the Company's chosen sector or on the acquisition of a single company or business in this sector, thereby constituting a reverse takeover, there is no limit on the number of investments into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just the one investment. The Directors intend to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.

Where the Company builds a portfolio of related assets it is possible that there may be cross holdings between such assets. The Company does not currently intend to fund near term investments with debt or other borrowings but may do so if appropriate. Investments are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Board may also offer new ordinary shares in the capital of the Company by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.

The Board will conduct initial due diligence appraisals of potential businesses or projects and, where they believe further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Board believes it has a broad range of contacts through which it is likely to identify various opportunities that meet the Board's investing criteria. The Board believes its expertise will enable it to determine which opportunities could be viable and so progress quickly to formal due diligence.

The Company will not have a separate investment manager. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. Due to the nature of bio-technology, life sciences and related technologies it is unlikely that cash returns will be made in the short to medium term; rather the Company expects a focus on capital returns over the medium to long term.

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