Sch 1 update - Bullabulling Gold Limited (0477Z)

TIDMGGG

RNS Number : 0477Z

AIM

09 March 2012

 
                   ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
                    PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
                    OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
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 COMPANY NAME: 
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  Bullabulling Gold Limited 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
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  Registered office and trading address of the 
  Company: 
  41 Stirling Highway 
  Nedlands 
  Perth 
  Western Australia 
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 COUNTRY OF INCORPORATION: 
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  Australia 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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  www.bullabullinggold.com - to be in place prior 
  to admission to AIM. 
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 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: 
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  Bullabulling Gold Limited ("BBG") is an Australian 
  company, incorporated in order to fast track 
  the development of the Bullabulling Gold Project 
  in the Coolgardie Goldfield of Western Australia. 
  The Project is conveniently close to established 
  power, water and road infrastructure. The Directors 
  believe that this means that a new Bullabulling 
  open pit mine could be brought into production 
  far more quickly than if it were a greenfield 
  project. 
 
  The Bullabulling Gold Project is currently held 
  in an unincorporated joint venture arrangement 
  (the "BBJV") between GGG Resources plc ("GGG" 
  - AIM:GGG) and Auzex Resources Limited ("Auzex" 
  - ASX:AZX) which each hold a 50 per cent. interest. 
  On 30 August 2011 the GGG and Auzex announced 
  the signing of a binding heads of agreement 
  to combine their two interests in the Bullabulling 
  Gold Project such that it be held as to 100 
  per cent. by BBG. The completion of a UK scheme 
  of arrangement will result in BBG becoming the 
  new parent company of GGG prior to BBG's admission 
  to AIM and, accordingly, GGG will become a wholly 
  owned subsidiary of BBG. 
 
  Shortly after Admission, it is intended that 
  BBG will acquire the remaining 50 per cent. 
  interest in the Bullabulling Gold Project through 
  the completion of an Australian scheme of arrangement, 
  under which BBG will become the registered owner 
  of the entire issued share capital of Auzex 
  (the "Merger"). 
 
  Since formation of the initial BBJV in 2010, 
  work undertaken includes a review of all historical 
  exploration data, structural mapping and interpretation, 
  resource modelling, validation diamond drilling 
  and scoping level mining studies. 
 
  In addition, over 110,000 metres of drilling 
  have been completed since the Bullabulling Gold 
  Project was acquired from Jervois Mining Limited. 
  The most recent 74,542 metre drilling campaign 
  was completed on 18 December 2011. Following 
  this a resource update was released by the BBJV 
  on 29 February 2012. 
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 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): 
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  170,680,298 Ordinary Shares of no par value 
  to be traded via CREST Depositary Interests. 
 
  BBG currently has 3 ordinary shares in issue. 
  Under the UK scheme of arrangement, GGG Shareholders 
  will be issued with the same number of BBG Shares 
  for the cancellation of their GGG Shares. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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  The Company will not raise any capital on Admission 
  The Company's anticipated market capitalisation 
  is TBC 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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  18.67% immediately following admission. 
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 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: 
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  The Company has applied to the Australian Stock 
  Exchange for its shares to be admitted to the 
  official list of the ASX 
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 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): 
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                        Upon Admission the Board will comprise the Directors 
                        set out below: 
 
                        Dr. Peter Anthony Ruxton (Non-Executive Chairman 
                        - resigning at the Merger*) 
                        Dr. Jeffrey Francis Anthony Malaihollo (Managing 
                        Director) 
                        David McArthur (Finance Director) 
                        Ciceron "Jun" Angeles (Technical Director - 
                        resigning at the Merger*) 
                        Michael John Short (Non-Executive Director - 
                        resigning at the Merger*) 
                        Nigel Bruce Clark, OBE (Non-Executive Director 
                        - resigning at the Merger*, subject to the below) 
                        Paul McGroary (Non-Executive Director - resigning 
                        at the Merger*) 
 
                        Proposed Directors to be appointed at completion 
                        of the Merger: 
                        John Lawton (Non-Executive Director) 
                        Christopher Don Baker (Non-Executive Director) 
                        Brett Lambert (Managing Director) 
 
                        On the Effective Date of the Australian Scheme 
                        (currently expected to be 28 March 2012), the 
                        Merger Implementation Agreement provided that 
                        the BBG Board would consist of two Non-Executive 
                        Directors nominated by GGG, two Non-Executive 
                        Directors nominated by Auzex and three new Independent 
                        Directors including the Chairman and Managing 
                        Director. 
 
                        BBG has agreed to appoint Mr Brett Lambert as 
                        its Managing Director, with effect from 1 May 
                        2012. The search for a new chairman is advanced. 
                        However, the appointment is not expected to 
                        occur until after completion of the merger. 
                        The search for the third new independent Non-Executive 
                        Director is continuing. 
 
                        Accordingly, as an interim measure, on the effective 
                        date of the Australian Scheme: 
                         *    Messrs Ruxton, Angeles, Short and McGroary have 
                              agreed they will resign as Directors of BBG; 
 
 
                         *    the Auzex nominees, Messrs Baker and Lawton, will be 
                              appointed as Directors; 
 
 
                         *    the BBG Board will comprise: 
 
 
                        - Messrs Baker and Clark, who will act as joint 
                        Chairmen until such time as an independent Chairman 
                        is appointed; 
                        - David McArthur (as Chief Financial Officer) 
                        and Dr. Jeff Malaihollo as Managing Director 
                        until 30 April 2012, thereafter as Non-Executive 
                        Director, as the GGG nominees; and 
                        - Chris Baker and John Lawton as the Auzex nominees. 
 
                        Mr Brett Lambert will join the Board from 1 
                        May 2012. 
 
                        Upon an independent Chairman being appointed, 
                        Mr Clark has agreed to resign as a director 
                        and joint Chairman of BBG and Mr Baker has agreed 
                        he will resign from his position as joint Chairman 
                        and become a Non-Executive Director. 
 
                        *Other BBG directors will resign as of the completion 
                        of the Merger as indicated above. 
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 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): 
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                                  Existing             Following Admission 
 
                                         Percentage                Percentage 
                                          of Issued                 of Issued 
                                Number        Share       Number        Share 
   Name                      of Shares      Capital    of Shares      Capital 
   Dr Jeffrey Malaihollo             1        33.33    1,726,799         1.01 
   Michael Short                     1        33.33    1,383,333         0.81 
   Nigel Clark                       1        33.33    2,138,617         1.25 
   Baker Steel Capital 
    Managers LLP                     0            0   20,234,574        11.86 
   Blackrock Inc                     0            0    9,963,829         5.84 
   CQS Asset Management 
    Limited                          0            0    7,933,510         4.65 
   Auzex Exploration 
    Limited                          0            0    7,022,472         4.11 
   Phoenix Global 
    Fund                             0            0    6,000,000         3.52 
   Henderson Global 
    Investors                        0            0    5,127,660         3.00 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
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  N/A 
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 (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: 
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                   (i) 31 December 
                   (ii) Audited financial information for BBG for 
                   the period from 14 September 2011 to 31 December 
                   2011, audited full-year financial information 
                   for GGG to 31 December 2010, unaudited interim 
                   financial information for GGG to 30 June 2011 
                   and audited full year financial information 
                   for Auzex to 30 June 2011 
                   (iii) Next three results to be published: 
                   a) Interim results for the 6 months to 30 June 
                   2012 by 30 September 2012 
                   b) Annual results for the 12 months to 31 December 
                   2012 by 30 June 2013 
                   c) Interim results for the 6 months to 30 June 
                   2013 by 30 September 2013 
 
                   In addition, GGG's full year results to 31 December 
                   2011 are expected to be published by 30 June 
                   2012. 
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 EXPECTED ADMISSION DATE: 
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  16 March 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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  Westhouse Securities Limited 
  One Angel Court 
  London 
  EC2R 7HJ 
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 NAME AND ADDRESS OF BROKER: 
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  Collins Stewart Europe Limited 
  88 Wood Street 
  London 
  EC2V 7QR 
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 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: 
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  A copy of the admission document containing 
  full details of the applicant and the admission 
  of its securities will be made available at 
  the Company's website, www.bullabullinggold.com 
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 DATE OF NOTIFICATION: 
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  9 March 2012 
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 NEW/ UPDATE: 
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  Update 
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This information is provided by RNS

The company news service from the London Stock Exchange

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