Statement re Minerva EGM

 

TIDMDWY TIDMMVA 
 
RNS Number : 0597U 
Dwyka Resources Limited 
17 June 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM ANY JURISDICTIONS WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
 
 
Dwyka Resources Limited 
('Dwyka') 
 
 
Result of General Meeting of Minerva Resources plc 
 
 
The board of Dwyka notes the announcement by Minerva Resources 
plc ("Minerva") today that the resolutions proposed at the shareholder meeting 
held earlier today have been passed. 
 
 
As previously announced on 5 May, Minerva and Dwyka entered into a loan 
agreement (the "Loan Agreement") whereby Dwyka would provide Minerva with an 
unsecured loan facility of GBP 350,000 (the "Facility"). Repayment of any monies 
drawn down under the Facility (including interest) shall, at Dwyka's option, be 
satisfied by Minerva by either (a) the capitalisation of all monies due into 
fully paid new Minerva ordinary shares at a conversion price of 0.7p per share 
or (b) cash. 
 
 
In order for the monies due under the Facility to be capitalised, the approval 
of shareholders of Minerva was required to the issue of new Minerva ordinary 
shares on a non-preemptive basis and therefore a general meeting was called and 
held today at which such approval has been duly granted. 
 
 
Under the conversion terms of the Loan Agreement, the conversion of the full 
Facility would result in Dwyka being interested in approximately 25% of the 
enlarged share capital of Minerva. 
 
 
Enquiries: 
 
 
+------------------------------------------------+--------------------------+ 
| Dwyka Resources Limited                        | Tel: [phone]      | 
|                                                | 1397                     | 
+------------------------------------------------+--------------------------+ 
| Melissa Sturgess, CEO                          | [e-mail] | 
+------------------------------------------------+--------------------------+ 
|                                                |                          | 
+------------------------------------------------+--------------------------+ 
| Ambrian Partners Limited                       | Tel: [phone]      | 
|                                                | 4700                     | 
+------------------------------------------------+--------------------------+ 
| Richard Brown                                  |                          | 
+------------------------------------------------+--------------------------+ 
| Samantha Harrison                              |                          | 
+------------------------------------------------+--------------------------+ 
| Richard Greenfield                             |                          | 
+------------------------------------------------+--------------------------+ 
 
 
IMPORTANT INFORMATION 
 
 
The Dwyka directors accept responsibility for all the information contained in 
this announcement.  To the best of the knowledge and belief of 
the Dwyka directors (who have taken all reasonable care to ensure that such is 
the case) the information contained in this announcement for which they are 
respectively responsible is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
 
 
Ambrian Partners Limited (which is regulated in the UK by the Financial Services 
Authority) is acting exclusively for Dwyka as financial adviser, nominated 
adviser and broker and no one else (including the recipients of this 
announcement) in connection with the arrangements the subject matter of this 
announcement and will not be responsible to anyone other than Dwyka for 
providing the protections afforded to customers of Ambrian Partners Limited or 
for advising any other person in connection with the arrangements the subject 
matter of this announcement. Ambrian Partners Limited makes no representation, 
express or implied, with respect to the accuracy or completeness of any 
information contained in this announcement and accepts no responsibility for, 
nor does it authorise, the contents of, or the issue of this announcement, or 
any other statement made or purported to be made by Dwyka, or on its behalf, in 
connection with Dwyka or any or the other arrangements the subject matter of 
this announcement and accordingly disclaims all and any liability whatsoever 
whether arising out of tort, contract or otherwise which it might otherwise have 
in respect of this announcement or any other statement. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be subject restricted by law and therefore 
persons into whose possession this announcement comes should inform themselves 
about, and observe, such restrictions. Any failure to comply with the 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. The announcement has been prepared in accordance with English law 
and the Code and information disclosed may not be the same as that which would 
have been prepared in accordance with the laws of jurisdictions outside England. 
 
 
DEALING DISCLOSURE REQUIREMENTS 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
'interested' (directly or indirectly) in 1% or more of any class of 'relevant 
securities' of Minerva or of Dwyka, all 'dealings' in any 'relevant securities' 
of that company (including by means of an option in respect of, or a derivative 
referenced to, any such 'relevant securities') must be publicly disclosed by no 
later than 3.30 pm (London time) on the London business day following the date 
of the relevant transaction. This requirement will continue until the date on 
which the offer becomes, or is declared, unconditional as to acceptances, lapses 
or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an 'interest' in 'relevant securities' of Minerva 
or Dwyka, they will be deemed to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant 
securities' of Minerva or of Dwyka by Minerva or Dwyka, or by any of their 
respective 'associates', must be disclosed by no later than 12.00 noon (London 
time) on the London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a 'dealing' under Rule 8, you should consult the Panel. 
 
 
In accordance with Rule 2.10 of the Code, Dwyka confirms that it has 190,742,224 
ordinary shares of no par value in issue and admitted to trading on the AIM 
Market of the London Stock Exchange and the Australian Stock Exchange. The ISIN 
reference for these securities is AUOOOOOODWY1. 
 
 
In accordance with Rule 2.10 of the Code, Minerva confirms that it has 
154,294,458 ordinary shares of 0.25 p each in issue and admitted to trading on 
the AIM Market of the London Stock Exchange. The ISIN reference for these 
securities is GB0033826206. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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