Correction: Notice of Warrantholders Meeting

 
TIDMMVA 
 
AIM 
Release 
8 June 2009 
 
 
Minerva Resources plc (AIM : MVA) 
("Minerva Resources" or "the Company") 
 
 
            Correction: NOTICE OF WARRANTHOLDERS MEETING 
 
Further to the announcement released on 4 June 2009, there was an 
error in the date stated for the Warrantholders Meeting which is 
scheduled for 22 June 2009 as opposed to 19 June 2009 as incorrectly 
stated. The full text of the announcement, including the above 
amendment is included below. 
 
 
1.     Introduction 
As announced by Dwyka Resources Limited ("Dwyka") on 1 June 2009, the 
Company and Dwyka are in talks which may or may not lead to a 
Possible Offer by Dwyka for the entire issued and to be issued share 
capital of the Company. 
 
As part of these discussions, and other discussions that the Board 
has previously had with other third parties with a view to 
re-financing the Company, it has become evident to the Board that the 
Warrants, and the terms of their exercise, are an obstacle to any 
Possible Offer being made on terms that would be commercially 
acceptable to a bona fide third party, including Dwyka. 
 
The purpose of this document is to provide information on, and to 
seek your approval for, the suspension of the right to exercise the 
Warrants, for a specified period, and the effective cancellation of 
the Warrants (and the abrogation of all rights thereunder) in order 
to facilitate any Possible Offer. 
 
 
2.     Terms of the Warrants and background to proposed suspension 
and cancellation 
 
Under the terms of the Deed  Poll, the Warrants are exercisable at  a 
price of 4p per share. The middle market price of an Ordinary  Share, 
as at close of business on 29 January 2009 (being the last date prior 
to suspension from trading  on AIM of the  Ordinary Shares) was  0.7p 
per share ("Share Price"). 
 
As set  out in  Dwyka's  announcement on  1  June 2009,  the  current 
discussions with Dwyka envisage a Possible Offer which may or may not 
be made, being made on the basis  of an offer price of not less  than 
1p per  Ordinary  Share  ("Possible Offer  Price"),  although  it  is 
emphasised that  no such  position has  been agreed  as at  the  date 
hereof and Dwyka has not made any offer to acquire the share  capital 
of the Company. 
 
Due to the high exercise price of the Warrants, when compared to  the 
Share Price, there  is no obligation  for Dwyka, or  any other  third 
party contemplating a Possible Offer,  (both under and in  accordance 
with the Code and the terms of  the Deed Poll) to make any offer  for 
the Warrants in conjunction with any Possible Offer that may be made. 
 
Whilst both the Share Price and the Possible Offer Price mean that it 
is highly unlikely  that any  Warrantholder will  see any  commercial 
benefit in exercising their  Warrants at 4p  per Ordinary Share,  the 
Board has concluded, after its discussions with both Dwyka and  other 
third parties prior to  Dwyka, that the  remote possibility that  any 
potential offeror could find  themselves acquiring the entire  issued 
share capital of the Company and having a subsidiary with  39,749,200 
Warrants which  could  be exercised  post  any Possible  Offer  being 
finalised,  creates  uncertainty  and  a  commercially   unacceptable 
position. 
 
As such, the  Board feels  that the  right to  exercise the  Warrants 
needs to be  suspended for  a definite period  of time  and that  the 
Warrants need to be cancelled in order to facilitate its  discussions 
with Dwyka, or failing Dwyka, other third parties, in relation to any 
Possible Offer  being  made.  As  such the  Board  is  proposing  the 
Resolution, at the Warrantholders Meeting. 
 
 
3.    Warrantholders Meeting 
 
The Warrantholders Meeting is to be held at the offices of Sprecher 
Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, 
London EC3N 2SG at 10.00 a.m. on 22 June 2009. The Notice of 
Warrantholders Meeting  and a Proxy  Form has  been sent  to 
warrantholders  today  and  will be made  available  on  the 
Company's   website www.minervaresources.com. 
 
 
4.    Recommendation 
 
The Directors consider that it is in the best interests of the 
Company and both the Shareholders and the Warrantholders (as a whole) 
that the rights under the Warrants be suspended and cancelled on the 
basis of and as set out herein.  The Directors unanimously recommend 
that Warrantholders vote in favour of the Resolution, as they have 
irrevocably undertaken to do so in respect of their own beneficial 
holdings of Warrants, representing in aggregate approximately 2.5 per 
cent. of the total number of Warrants in issue at the date of this 
document (all of which are held by Terrance Ward[1]). 
 
Warrantholders should also note that the following Warrantholders, 
representing, in aggregate, approximately 43.8 per cent. of the 
Warrants have irrevocably undertaken to vote in favour of the 
Resolution: 
 
(a) Ambrian Capital PLC[2] (as to 13,379,200 Warrants representing 
approximately 33.7 per cent) 
 
(b) SF t1ps Smaller Companies Growth Fund[3] (as to 4,000,000 
Warrants representing approximately 10.1 per cent of the total number 
of Warrants) 
 
 
[1] Terrance Ward has an interest in 2,522,400 Ordinary Shares in the 
Company (approximately 1.63  per cent) and is also interested in 
1,500,000 options to subscribe for Ordinary Shares in the Company at 
6.5p per share, which lapse, subject to the terms of grant, on 11 
June 2010. 
The Ordinary Shares and Warrants are held by Terrance Ward and 
Christine Ward, in their capacity as trustees of the Ward 
Superannuation Fund, a pension fund operated for the benefit of 
Terrance Ward. Pershing Nominee Limited holds the Ordinary Shares and 
Warrants as nominee on behalf of the Ward Superannuation Fund. 
 
[2] Ambrian Capital PLC has an interest in 57,879,200 Ordinary shares 
in the Company (approximately 37.51 per cent). Ambrian Nominees 
Limited holds the Ordinary Shares and Warrants as nominee for Ambrian 
Capital PLC 
 
[3] BNY Mellon Nominees Limited holds the Warrants as nominees on 
behalf of SF t1ps Smaller Companies Growth Fund 
 
Unless otherwise defined herein, terms in this announcement shall 
have the same meanings as those defined in the Notice of 
Warrantholders Meeting sent to Warrantholders today. 
 
For further information please contact: 
 
Terry Ward 
Minerva Resources plc 
Tel: [phone] 
E-mail: [e-mail] 
 
James Joyce / Sarang Shah 
W. H. Ireland 
Tel: [phone] 
E-mail: [e-mail] 
 
Nick Rome 
Bishopsgate Communications Ltd 
Tel: [phone] 
E-mail: [e-mail] 
 
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This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.