Notice of Warrantholders Meeting

 
TIDMMVA 
 
AIM Release 
                                                          4 June 2009 
 
 
 
Minerva Resources plc (AIM : MVA) 
("Minerva Resources" or "the Company") 
 
                  NOTICE OF WARRANTHOLDERS MEETING 
 
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  19  June 2009.  The  Notice  of 
Warrantholder  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 
Warrantholder 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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