Global Resources Investment Tst PLC Portfolio Update (0996G)

TIDMGRIT

RNS Number : 0996G

Global Resources Investment Tst PLC

27 February 2018

27 February 2018

LEI: 2138005OJKGWG3X4SY51

GLOBAL RESOURCES INVESTMENT TRUST PLC

("GRIT" or the "Company")

Portfolio Update

In September 2017, GRIT announced an investment in Kalia Holdings Pty Ltd, a private Australia company that is the parent company of a Papua New Guinean registered subsidiary Kalia Investments Ltd. Kalia Investments Limited holds contractual rights to explore for minerals and develop mines in the Tore district of North Bougainville, which is prospective for gold, copper and other minerals.

The majority interest in Kalia Holdings Pty Ltd was acquired by Australian listed GB Energy Limited on 18 September 2017 and GB Energy Limited changed its name to Kalia Limited ("Kalia" - ASX: KLH).

GRIT has been valuing its investment in Kalia Holdings Pty Ltd on the "see through" valuation of the number of shares in Kalia Limited if it had accepted the offer from Kalia Limited.

On 26 February 2018, Kalia Limited announced that, subject to shareholder approval, it had agreed to acquire GRIT's interest in Kalia Holdings Pty Ltd, thereby consolidating the non-landowner interests in Bougainville Exploration Licences 03 and 04.

Post the transaction, Kalia's holding will be 100% of the available non-landowner interest in the Project increasing its effective economic interest in the Tore Exploration licences from 54.29% to 75%, an uplift of 38.1%. Under the joint venture agreement the remaining 25% direct interest in the Project remains the property of the landowners.

The key terms of the acquisition are as follows:

-- GRIT will transfer its interest in Kalia Holdings Pty Ltd to Kalia, resulting in the Kalia holding 100% of Kalia Holdings Pty Ltd.

-- Kalia will issue 480,000,000 new fully paid Ordinary Shares increasing the shares on issue from 2,034,347,391 to 2,514,347,391. This consideration will represent 19.09% of the enlarged issued share capital of Kalia.

-- As part of the transaction, GRIT will also acquire 55,150,000 fully paid Ordinary Shares from existing shareholders of Kalia for no consideration.

-- Post completion of the transaction, GRIT will hold 535,150,000 fully paid Ordinary Shares or 21.28% of the issued share capital of Kalia. This compares with the 277,108,431 Kalia Ordinary Shares on which the current "see through" valuation is based.

-- GRIT will have the right, but not the obligation, to maintain its interest in the capital of Kalia by subscribing for fully paid Ordinary Shares on the same terms as those attaching to any future capital raises. The right will expire after a period of 5 years or in the event the relevant interest of GRIT in Kalia is less than 10%. The grant of this right is subject to the Australian Securities Exchange ("ASX") granting an appropriate waiver of the ASX Listing Rules.

-- GRIT shall have the right to nominate a fit and proper person to hold a non-executive directorship on the Board of Kalia. The initial nomination and appointment of the director shall be supported by the existing Board of Directors of Kalia and continued membership will be subject to the Constitution of Kalia.

The transaction is conditional on:

   a)    the parties signing a formal agreement to record the sale of shares in Kalia Holdings Pty Ltd substantially on the terms set out above; and 

b) the shareholders of Kalia providing approval to this transaction in accordance with the provisions of the listing rules of the ASX and the Corporations Act, accompanied by an independent expert's report opining on whether the transaction is fair and reasonable to the non-associated shareholders of Kalia.

The condition in paragraph (a) must be satisfied (or waived by the parties) on or before 14 March 2018, at which time (or soon thereafter) a circular including General Meeting voting papers will be sent to shareholders of Kalia.

The condition in paragraph (b) must be satisfied (or waived by the parties) on or before 14 April 2018.

Terry Larkan, Managing Director of Kalia stated "The consolidation of the project interests in Bougainville is essential to enable the Company to execute effectively and efficiently on operational and corporate strategies to advance exploration at the Tore Licences.

The consolidation brings clarity to the corporate structure for the investor and our various business partners in Bougainville.

The approval of the transaction will provide a $3 million loan facility for the Company's exploration activities on the targets at Melilup, Rarie' Puspa and Kunua that were identified using the analysis of historical studies, announced in November and December 2017. The Company geological data from our work will identify targets for drilling in 2018 on the licence areas that we all believe hold exceptional potential."

Enquiries to:

 
 David ("Sam") Hutchins                 Tel: +(0) 20 3915 
  Investment Manager                     5627 
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 Martin Cassels                         Tel: +(0) 131 
  Maitland Administration                550 3760 
  Services (Scotland) Limited 
  Company Secretary and Administrator 
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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 27, 2018 06:43 ET (11:43 GMT)