Notice of Extraordinary General Meeting

 
TIDMMVA 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 
 
If you are in doubt about the contents of this document or about the 
action you should take you should immediately consult your 
stockbroker, solicitor, accountant or other independent financial 
adviser duly authorised under the Financial Services and Markets Act 
2000. 
 
If you have sold or transferred all of your ordinary shares in 
Minerva Resources plc (the "Company"), please send this document, 
together with the accompanying form of proxy, to the purchaser or 
transferee, or to the stockbroker, bank or other agent through whom 
the sale or transfer was effected, for delivery to the purchaser or 
transferee. 
 
_________________________________________________________________________________ 
 
 
                        MINERVA RESOURCES PLC 
 
(Incorporated in England and Wales under the Companies Act 1985 with 
                     Registered Number 4832551) 
 
      Sale of Palladex Limited and Palladex Geotechservice LLC 
 
                    Company Voluntary Arrangement 
 
                    Subdivision of Share Capital 
 
               Adoption of New Articles of Association 
 
                                 and 
 
               Notice of Extraordinary General Meeting 
 
_________________________________________________________________________________ 
 
A notice of  an extraordinary general  meeting of the  Company to  be 
held at the offices of Sprecher Grier Halberstam LLP, 5th Floor,  One 
America Square, Crosswall, London EC3N 2SG on Wednesday 25th February 
2009 at 11 am is set out at the end of this document. 
 
Holders of  ordinary  shares  in  the  Company  ("Shareholders")  are 
requested to complete and  return the enclosed form  of proxy to  the 
Company's Registrars, Capita Registrars,  The Registry, 34  Beckenham 
Road, Beckenham, Kent BR3 4TU by 11 am on 23rd February 2009. 
 
Copies of this  document will be  available free of  charge from  the 
Company's  website,  www.minervaresources.com,   and  during   normal 
business hours on weekdays (excluding public holidays) from the  date 
hereof until 25th February 2009 from the Company's registered office. 
 
 
                      LETTER FROM THE CHAIRMAN 
 
                        MINERVA RESOURCES PLC 
 
(Incorporated in England and Wales under the Companies Act 1985 with 
                     Registered Number 4832551) 
 
 
Directors:                                        Registered Office: 
Mr Andrew Daley - Non-executive Chairman          One America Square 
Mr Terrance Ward - Managing Director              Crosswall 
Mr John Bottomley - Non-executive Director        London 
Mr Roger Clegg - Non-executive Director           EC3N 2SG 
 
                                                  2nd February 2009 
 
 
To the Shareholders of the Company 
 
             NOTICE OF AN EXTRAORDINARY GENERAL MEETING 
 
Dear Shareholder 
 
1 INTRODUCTION 
 
I am writing  to you  with details  of the  an extraordinary  general 
meeting which we  propose to hold  at the offices  of Sprecher  Grier 
Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 
2SG on Wednesday 25th February 2009 at 11 am (the EGM").  The  formal 
notice of meeting is set out on page 6 of this document. 
 
The purpose of the meeting is to: 
 
  * approve and authorise the sale of Palladex Limited (Samoa) and 
    its subsidiaries, Palladex Geotechservice LLC, Kyrgyzstan and the 
    Representative office of Palladex Limited in Azerbaijan; 
  * approve and authorise the Directors to enter into a Company 
    Voluntary Arrangement (CVA); 
  * to subdivide the issued and unissued share capital of the 
    Company; 
  * to adopt new articles of association of the Company, and 
  * to authorise the Directors to take the necessary steps to cancel 
    the Deferred Shares and to reduce the capital of the Company. 
 
2. BACKGROUND TO THE  SALE OF PALLADEX  LIMITED (SAMOA) AND  PALLADEX 
GEOTECHSERVICE LLC 
 
We are pleased  to announce that  a Sale and  Purchase Agreement  has 
been signed for the disposal of the Company's wholly owned subsidiary 
Palladex Limited (Samoa) and its subsidiaries Palladex Geotechservice 
LLC, Kyrgyzstan, and the Representative office of Palladex Limited in 
Azerbaijan to their management for  a consideration of US$79,208  and 
the repayment of loans to the  value of US$420,792. The Company  will 
write off the outstanding loan of US$852,494 in conjunction with  the 
above transactions.   Palladex  Limited and  Palladex  Geotechservice 
provide geotechnical and drilling services to exploration and  mining 
companies in the Krygyz Republic, the Republic of Kazakhstan and  the 
Republic of  Azerbaijan. In  the year  ended 30  September 2007,  the 
business had attributable profits of GBP114,137. 
 
The funds achieved  through the  agreement will  provide the  Company 
with additional short term working capital. As mentioned at the  time 
of the placing on 17 September 2008, the Company anticipated that  it 
would need to raise further funds  in the first quarter 2009.  Whilst 
the proceeds  will allow  the  Company to  meet its  liabilities  and 
commitments until  late Quarter  1, 2009,  the Company  will  require 
further funds to continue to operate. 
 
The resource drilling  programme at  Tulu Kapi will  be completed  in 
early February.  The data  from the  drilling programme  needs to  be 
compiled, assessed and  a resource calculation  undertaken, which  is 
expected to  be carried  out over  the next  two months. During  this 
time, all other exploration activities will be minimised. 
 
3. COMPANY VOLUNTARY ARRANGEMENT ('CVA') 
 
Given the  current  very  difficult  climate  for  small  exploration 
companies to raise  money on  the equity market,  the Directors  have 
resolved to enter  into a  Company Voluntary  Arrangement ('CVA')  to 
enable a longer timeframe to seek the necessary additional funding to 
continue operating  the  Company  as  a  going  concern.  Should  the 
creditors and members vote  in favour of a  CVA, the Company will  be 
protected for a longer period from creditor pressures.  The Directors 
are looking at all avenues  for future funding arrangements or  other 
strategic options. 
 
4 BACKGROUND TO SUBDIVISION OF SHARE CAPITAL 
 
The closing mid market price for an Ordinary Share in the Company  as 
at the  time  of suspension  on  30th  January 2009  was  0.7p.   The 
Company's share price is therefore currently below the nominal  value 
of an Ordinary Share. 
 
The Company therefore proposes a reorganisation of the share capital, 
the effect of which is that for each issued Ordinary Share  currently 
held, a shareholder  will be issued  with one New  Ordinary Share  of 
0.25p and one Deferred  Share with a nominal  value of 2.25p.   There 
will be no  change in  the number of  Ordinary Shares  in issue,  and 
since the rights of the Deferred  Shares will be such that they  have 
no economic value, the  market price of a  New Ordinary Share with  a 
reduced nominal value should  be the same as  the market price of  an 
existing Ordinary Share prior to the reorganisation. 
 
In addition, the  Company proposes to  reorganise its authorised  but 
unissued share  capital  to  the  effect  that  each  authorised  but 
unissued Ordinary  Share  of 2.5p  will  be subdivided  into  10  New 
Ordinary Shares  of  0.25p.   Following this  the  unissued  Ordinary 
Shares will have the same nominal value as the New Ordinary Shares. 
 
If the subdivision  is approved  and with  effect from  the close  of 
business on 25th February 2009, being the record date: 
 
(a) Shareholders who  hold their  Ordinary Shares  in  uncertificated 
form are expected to have their CREST accounts credited with the  New 
Ordinary Shares of 0.25p each in  the capital of the Company on  26th 
February 2009; and 
 
(b) In respect  of Shareholders  who hold  their Ordinary  Shares  in 
certificated form, share certificates for the new Ordinary Shares  of 
0.25p each in the capital of  the Company will be despatched by  11th 
March  2009  by  first  class  post  at  the  risk  of  the  relevant 
shareholder. Certificates of  existing Ordinary Shares  of 2.5p  each 
will not be valid  from the close of  business on 25th February  2009 
and should be destroyed  upon receipt of  certificates in respect  of 
the new  Ordinary  Shares of  0.25p  each. Pending  despatch  of  the 
definitive share certificates in respect of the new Ordinary  Shares, 
transfers of the new Ordinary  Shares held in certificated form  will 
be certified against the register. 
 
The rights of the Deferred Shares created on reorganisation  becoming 
effective will have no voting or dividend rights and, on a return  of 
capital, the right only to receive  the amount paid up thereon  after 
the holders  of  New  Ordinary  Shares have  received  not  only  the 
aggregate amount paid up  thereon but also  provided they receive  in 
addition GBP1 million  of return  of capital per  New Ordinary  Share. 
Consequently the Deferred Shares  will, effectively, be valueless  as 
there is unlikely to be a return of capital at this level. 
 
The rights of the Deferred Shares  will allow the Deferred Shares  to 
be issued  to  one  person who  will  hold  them as  nominee  of  the 
beneficial owners.  No share certificates  will be issued in  respect 
of the Deferred  Shares nor  will CREST accounts  of Shareholders  be 
credited in respect  of their  entitlement to  Deferred Shares.   The 
Deferred Shares will not be admitted  to trading on AIM or any  other 
recognised investment exchange. 
 
5. AMENDMENT OF ARTICLES OF ASSOCIATION 
 
The provisions of the Companies Act 2006 (the "2006 Act") are in  the 
process of being brought into force, with all provisions expected  to 
be in force  by 1 October  2009.  The Company  therefore proposes  to 
amend its  articles of  association to  incorporate some  of the  key 
changes (including  procedural changes)  introduced by  the 2006  Act 
which are currently in force and  to reflect other recent changes  in 
the law. 
 
The material differences between the existing articles of association 
(the "Existing Articles")  and the  new articles  of association  are 
summarised below. Changes of a minor, conforming or purely  technical 
nature have not been mentioned specifically. 
 
(a) Enabling  the  Company  to   communicate  with  Shareholders   by 
electronic and/or website communications 
 
The   2006   Act   contains   provisions   relating   to   electronic 
communications between  companies  and their  shareholders.  The  key 
change  enables  companies  to  use  electronic  communications  with 
shareholders as  the  default  position by  placing  documents  on  a 
website  unless  shareholders  specifically  elect  to  receive  hard 
copies. Shareholders may elect  for all or  any communications to  be 
sent to them via email rather  than receiving documents in hard  copy 
form and shareholders may communicate with the Company by  electronic 
means where the Company has given  an electronic address in a  notice 
calling a meeting or in an instrument of proxy. The Company needs  to 
amend its Existing Articles  to be able to  use these provisions  and 
accordingly changes are to be  made to the Existing Articles  dealing 
with notice  of  general  meetings, electronic  proxies,  sending  of 
notices, documents and information and those provisions about notices 
and deemed delivery.  The Existing  Articles will also be amended  to 
allow Directors' meetings to make use of electronic communications. 
 
(b) Removing the Chairman's casting vote  in the case of an  equality 
of votes at a  meeting of the Shareholders  (as this is  incompatible 
with the relevant provisions of the 2006 Act) 
 
(c) Reducing the notice period  for calling an extraordinary  general 
meeting from 21 clear days to 14  clear days (the 2006 Act permits  a 
company to call  an extraordinary  general meeting on  14 clear  days 
notice unless required otherwise by its articles of association) 
 
(d) Enabling proxies to vote on a show of hands, as well as on a poll 
as currently  provided  for  and  to allow  multiple  proxies  to  be 
appointed (provided  that each  proxy is  appointed to  exercise  the 
rights attached to a different share held by the shareholder) 
 
(e) Removing the obligation to notify the  age of a Director aged  70 
or more in any notice regarding such a Director's re-appointment 
 
(f) Allowing  the  Directors  to  authorise  conflicts  or  potential 
conflicts of interest, where appropriate 
 
The 2006 Act sets out Directors' general duties which largely  codify 
the existing law but with some  changes.  Under the 2006 Act, from  1 
October 2008 a Director must avoid  a situation where he has, or  can 
have, a direct or indirect  interest that conflicts, or possibly  may 
conflict, with  the Company's  interests.   The requirement  is  very 
broad and could apply, for example, if a Director becomes a  Director 
of another company or  a trustee of  another organisation.  The  2006 
Act allows Directors of public  companies to authorise conflicts  and 
potential  conflicts,  where  appropriate,  where  the  articles   of 
association contain a provision  to this effect.   The 2006 Act  also 
allows the  articles to  contain other  provisions for  dealing  with 
Directors' conflicts of interest to avoid a breach of duty.  The  new 
articles of association will give the Directors authority to  approve 
such situations and to include other provisions to allow conflicts of 
interest to be dealt with in a similar way to the current position. 
 
There are safeguards that will apply when Directors decide whether to 
authorise a conflict  or potential conflict.   First, only  Directors 
who have no interest in the  matter being considered will be able  to 
take the relevant decision, and secondly, in taking the decision  the 
Directors must act  in a way  they consider, in  good faith, will  be 
most likely to promote the company's success.  The Directors will  be 
able to impose limits or conditions when giving authorisation if they 
think this is appropriate. 
 
It is  the board's  intention  to report  annually on  the  Company's 
procedures for ensuring that the  board's powers of authorisation  of 
conflicts are operated effectively  and that the required  procedures 
have been followed. 
 
(g) Disclosing of interests in shares 
 
The provisions  relating to  the disclosure  of interests  in  shares 
contained in the Companies Act 1985, including Section 212 on company 
investigation powers, were repealed in January 2007. Section 793  and 
related sections  in Part  22  of the  2006  Act, which  contain  the 
corresponding company  investigation powers  previously contained  in 
Section 212,  have  been  brought  into  force  and  accordingly  the 
Existing Articles are to be amended to reflect these changes. 
 
6. INSPECTION OF DOCUMENTS 
 
Copies of the Existing Articles  and the new articles of  association 
are available  for inspection  during normal  business hours  at  the 
registered office of the  Company until the date  of the EGM or  upon 
request of the company  secretary. Copies will  also be available  at 
the EGM  from at  least 15  minutes prior  to the  meeting until  its 
conclusion. 
 
7. RESOLUTION 
 
The resolutions to be proposed at the EGM are set out in full in the 
notice of meeting on page 6 of this document. 
 
8. ACTION TO BE TAKEN 
 
A form of proxy is  enclosed for use by  Shareholders at the EGM.  If 
you are a Shareholder, you are requested to complete, sign and return 
the form of proxy,  whether or not  you intend to  be present at  the 
meeting,  to  the  Company's   Registrars,  Capita  Registrars,   The 
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.  The completion 
and return of a form of proxy will not prevent you from attending the 
meeting and voting in person should you subsequently wish to do so. 
 
9. RECOMMENDATION 
 
The Directors consider that the proposed resolutions are in the  best 
interests of the Company and its Shareholders as a whole. 
 
Accordingly, the  Directors unanimously  recommend that  you vote  in 
favour of the resolutions being proposed  at the EGM, as they  intend 
to do  or procure  to  be done  in respect  of  their own  and  their 
connected persons' beneficial holdings. 
 
Yours faithfully 
 
Mr Andrew Daley 
Non-executive Chairman 
 
 
             NOTICE OF AN EXTRAORDINARY GENERAL MEETING 
 
                MINERVA RESOURCES PLC (the "Company") 
 
(Incorporated in England and Wales under the Companies Act 1985 with 
                     Registered Number 4832551) 
 
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of  the 
Company will be held at the offices of Sprecher Grier Halberstam LLP, 
5th  Floor,  One  America  Square,  Crosswall,  London  EC3N  2SG  on 
Wednesday 25th February  2009 at 11  am to consider,  and if  thought 
fit, to pass the following resolutions, of which resolutions 1, 2 and 
3 will be proposed  as Ordinary Resolutions and  resolutions 4 and  5 
will be proposed as Special Resolutions: 
 
1. THAT, the Sale and Purchase Agreement for the for the disposal  of 
Palladex   Limited   (Samoa)    and   its   subsidiaries,    Palladex 
Geotechservice LLC,  Kyrgyzstan  and  the  Representative  office  of 
Palladex Limited in Azerbaijan be and is approved. 
 
2. THAT the Directors hereby be authorised to place the Company  into 
a Company  Voluntary Arrangement  in accordance  with Part  1 of  the 
Insolvency Act 1986. 
 
3. THAT with effect from close of business on 25th February 2009 
 
(a) each of the 154,294,458  issued ordinary shares  of 2.5p each  in 
the capital of  the Company be  and are hereby  divided into one  new 
ordinary share of 0.25p (New Ordinary Shares) and one deferred  share 
of 2.25p having  the rights and  restrictions as set  out in the  New 
Articles of Association to be adopted in resolution 4 below (Deferred 
Shares) and the  holders of  the New  Ordinary Shares  of 0.25p  each 
shall have identical  rights to vote,  to receive a  dividend and  to 
share in  a  return of  capital  to the  rights  to which  they  were 
previously entitled as holders of ordinary shares of 2.5p; and 
 
(b) each of the 245,705,542 existing authorised but unissued ordinary 
shares of 2.5p each  in the capital  of the Company  be and they  are 
hereby divided into 2,457,055,420 New  Ordinary Shares of 0.25p  each 
and shall have identical rights to vote, to receive a dividend and to 
share in  a  return of  capital  to the  rights  to which  they  were 
previously entitled as holders of ordinary shares of 2.5p. 
 
4. THAT, the draft regulations produced to the meeting and initialled 
by the Chairman of the Company be and are approved and adopted as the 
new articles of association of the Company in substitution for and to 
the exclusion of the existing articles of association of the Company. 
 
5. THAT the Directors be irrevocably empowered to take all such steps 
as may be required  to cancel the Deferred  Shares and to reduce  the 
capital of the Company accordingly. 
 
 
 
 
By Order of the                                       Registered 
Board                                                 Office 
 
John Bottomley                                        One America 
Company Secretary                                     Square 
                                                      Crosswall 
                                                      London EC3N 2SG 
 
 
Dated    2nd February 2009 
 
Notes 
 
1. Members are entitled to appoint a proxy to exercise all or any  of 
their rights to attend and to speak  and vote on their behalf at  the 
meeting. A  proxy  need  not  be a  shareholder  of  the  Company.  A 
shareholder may  appoint  more than  one  proxy in  relation  to  the 
Extraordinary General Meeting provided  that each proxy is  appointed 
to exercise the rights attached to  a different share or shares  held 
by that shareholder.  Should you wish to appoint more than one  proxy 
please return the proxy  form and attach to  it a schedule  detailing 
the names of the  proxies you wish to  appoint, the number of  shares 
each proxy will represent and the way in which you wish them to  vote 
on the resolutions that are to be proposed. To be valid, the form  of 
proxy and the  power of attorney  or other authority  (if any)  under 
which it is  signed or a  certified copy of  such power or  authority 
must be lodged  at the  offices of the  Company's Registrars,  Capita 
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3  4TU 
by hand, or sent by post, so as to be received not less than 48 hours 
before the  time  fixed  for  the  holding  of  the  meeting  or  any 
adjournment thereof (as the case may be). 
2. Any member entitled to attend and vote at the meeting may  appoint 
one or more proxies to attend and, on a poll, vote instead of him.  A 
proxy need not also be a member. 
3. In order to facilitate voting by corporate representatives at  the 
meeting, arrangements will be put in place at the meeting so that (i) 
if a corporate shareholder has appointed the Chairman of the  meeting 
as its corporate representative with  instructions to vote on a  poll 
in accordance  with the  directions  of all  of the  other  corporate 
representatives for that shareholder at  the meeting, then on a  poll 
those corporate representatives  will give voting  directions to  the 
Chairman and the Chairman will vote (or withhold a vote) as corporate 
representative in accordance with those directions; and (ii) if  more 
than one corporate representative for the same corporate  shareholder 
attends the meeting but the  corporate shareholder has not  appointed 
the Chairman  of  the  meeting as  its  corporate  representative,  a 
designated corporate  representative will  be nominated,  from  those 
corporate representatives who attend, who will vote on a poll and the 
other corporate representatives will  give voting directions to  that 
designated corporate representative. 
4. The completion and return of a  form of proxy will not preclude  a 
member from attending in person at  the meeting and voting should  he 
wish to do so. 
5. Pursuant  to  regulation  41  of  the  Uncertificated   Securities 
Regulations 2001, the Company has  specified that only those  members 
entered on the register of members at 6pm on 23rd February 2009 shall 
be entitled  to attend  and vote  at the  meeting in  respect of  the 
number of ordinary shares of 2.5p each in the capital of the  Company 
held in their name at that  time.  Changes to the register after  6pm 
on 23rd February shall  be disregarded in  determining the rights  of 
any person to attend and vote at the meeting. 
 
=--END OF MESSAGE--- 
 
 
 
 
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solely responsible for the content of this announcement.