Newcrest Mining Limited Announces Equity Investment in Almadex Minerals Limited
12 Abril 2018 - 9:30AM
On February 26, 2018, Newcrest International Pty Ltd. (“NIPL”), a
wholly-owned subsidiary of Newcrest Mining Limited (“Newcrest”),
entered into a subscription agreement with Almadex Minerals Limited
(the “Company”) to purchase 14,025,312 common shares in the capital
of the Company, representing 19.9% of the issued and outstanding
common shares (the “Common Shares”) at a price of C$1.36 per Common
Share for an aggregate subscription price of $19,074,425 (the
“Subscription Price”) by way of private placement (the “Private
Placement”).
Closing of the Private Placement is subject to
certain customary conditions and the completion of a reorganization
transaction (the “Spin-out Transaction”) in which certain assets of
the Company will be transferred to a newly formed corporation, the
shares of which will be distributed to the Company’s shareholders.
Under the terms of the Subscription Agreement, the number of
Common Shares to be acquired by Newcrest and the price per Common
Share may be adjusted in certain instances so that Newcrest
acquires 19.9% of the issued and outstanding Common Shares
following closing of the Spin-out Transaction and the Private
Placement for the Subscription Price.
Following the satisfaction of certain
conditions, on April 11, 2018, NIPL placed the Subscription Price
into escrow. As of April 11, 2018, it is expected that the issued
and outstanding common shares of the Company, after giving effect
to the Spin-out Transaction and the Private Placement, will be
72,070,998 and NIPL will acquire 14,342,129 common shares pursuant
to the Private Placement. It is expected that the closing of the
Private Placement will be on or about May 28, 2018.
Newcrest does not currently own or control any
securities of the Company. Following the completion of the Spin-out
Transaction and the Private Placement, Newcrest will have ownership
or control over 14,342,129 Common Shares representing approximately
19.9% of the issued and outstanding Common Shares.
The Common Shares will be acquired by Newcrest
for investment purposes, and in the future it may, from time to
time, increase or decrease its investment in the Company through
market transactions, private agreements, treasury issuances or
otherwise at any time subject to applicable restrictions and
depending on market conditions and any other relevant factors.
This news release is being issued under the
early warning reporting provisions of applicable securities laws.
An early warning report with additional information in respect of
the foregoing matters will be filed and made available under the
SEDAR profile of the Company at www.sedar.com. To obtain a copy of
the early warning report, you may also contact Christopher Maitland
on + 61 3 9522 5717. Newcrest’s address is Level 8, 600 St. Kilda’s
Road, Melbourne, Victoria, Australia, 3004.
Forward-Looking Information
Certain statements in the press release are
forward-looking statements and are prospective in nature, including
statements with respect to Newcrest’s future intentions regarding
the securities of the Company. Forward-looking statements are not
based on historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Such forward-looking statements should therefore be
construed in light of such factors, and Newcrest is not under any
obligation, and expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
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