Schedule 1 - Bullabulling Gold Limited (4325Y)

TIDMGGG

RNS Number : 4325Y

AIM

29 February 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") 
 
 COMPANY NAME: 
 
  Bullabulling Gold Limited 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
  Registered office and trading address of the Company: 
  41 Stirling Highway 
  Nedlands 
  Perth 
  Western Australia 
 COUNTRY OF INCORPORATION: 
 
  Australia 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
  www.bullabullinggold.com - to be in place prior to admission 
  to AIM. 
 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: 
 
  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. 
 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): 
 
  170,680,298 Ordinary Shares of no par value. 
 
  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. 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 
  The Company will not raise any capital on Admission 
  The Company's anticipated market capitalisation is TBC 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
  18.67% immediately following admission. 
 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: 
 
  The Company has applied to the Australian Stock Exchange for 
  its shares to be admitted to the official list of the ASX 
 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): 
 
  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) 
 
  Upon completion of the Merger, the Merger Implementation Agreement 
  provides that the Board will consist of two Non-Executive Directors 
  nominated by GGG and two Non-Executive Directors nominated 
  by Auzex, as well as a new Chairman, a new Managing Director 
  and a new Non-Executive Director. The GGG nominees are David 
  McArthur and Jeff Malaihollo, and the Auzex nominees are Chris 
  Baker and John Lawton. BBG expects to appoint a new Managing 
  Director, a new independent Chairman and a new independent 
  Non Executive Director in the near future*. In the event an 
  independent Chairman is not appointed prior to the completion 
  of the Merger, Nigel Clark will remain on the BBG Board as 
  co-chair (with Chris Baker), until that appointment is made. 
 
  *Other BBG directors will resign as of the completion of the 
  Merger as indicated above. 
 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): 
                                         Existing                 Following Admission 
 
                                                  Percentage                    Percentage 
                                     Number        of Issued       Number        of Issued 
   Name                           of Shares    Share Capital    of Shares    Share 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 
 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 
                   (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. 
 EXPECTED ADMISSION DATE: 
 
  16 March 2012 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
  Westhouse Securities Limited 
  One Angel Court 
  London 
  EC2R 7HJ 
 NAME AND ADDRESS OF BROKER: 
 
  Collins Stewart Europe Limited 
  88 Wood Street 
  London 
  EC2V 7QR 
 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: 
 
  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 
 DATE OF NOTIFICATION: 
 
  29 February 2012 
 NEW/ UPDATE: 
 
  New 
 

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