Nuuk, 2015-11-25 23:41 CET (GLOBE NEWSWIRE) -- With reference to company announcements no. 26, no. 26b and no. 26c, dated respectively 16 November, 19 November 2015, no. 27 dated 19 November 2015 and no 28 of 25 November 2015, NunaMinerals A/S under suspension of payments ("NunaMinerals" or the "Company") has entered into an agreement with the Greenland Government and Greenland Mining Management Ltd. ("GMM") regarding a restructuring of NunaMinerals (the "Restructuring").
The Restructuring consists of the following key elements, which are inter-conditional and except for the election of new board members and the capital decrease, each of the components of the Restructuring will only be completed if all conditions are completed.
Capital decrease
As part of the Restructuring, the share capital shall be decreased by nominally DKK 2,207,276 from nominally DKK 2,759,094 to nominally DKK 551,818.8 for the purpose of payment of losses by way of decreasing the nominal value of each share from nominally DKK 0.1 to nominally DKK 0.02. The capital decrease affects the current shareholders' shareholdings on a pro-rata basis and is a purely technical precaution to facilitate the steps described below to occur. The capital decrease was approved at the general meeting on 25November 2015 and will be registered with the Danish Business Authority as soon as possible, regardless of whether the Restructuring is completed.
Directed capital increase
As part of the Restructuring, the share capital is increased through a subscription for shares by GMM of nominally DKK 1,657,443.46, equal to 82,872,173 new shares at the price of DKK 0.063959475 per share of nominally DKK 0.02 (the new nominal share capital following the capital decrease described above), equal to a total cash payment of DKK 5,300,460.73.
Acquisition of debt and directed capital increase
As part of the Restructuring, GMM agrees to acquire from the Government of Greenland, the Company's outstanding debt to the Government of Greenland of DKK 4,699,539.27. Further, the Government of Greenland
agrees to waive any and all other claims against the Company under this particular debt instrument, including for interest accrued after 15 May 2015. The debt acquired by GMM, shall, as part of the Restructuring, be converted into shares as described below.
The reason for GMM's acquisition of (i) NunaMinerals' debt to the Government of Greenland, and (ii) all of the Government of Greenland's shares in the Company (as described below) is that the Company's board of directors and GMM are of the opinion that the Government of Greenland's role as a governmental authority in relation to many of the activities of NunaMinerals should not be combined with its role as a major creditor and shareholder.
Following this acquisition of debt, the share capital is increased through subscription for shares by conversion of debt by GMM of nominally DKK 1,469,536.54, equal to 73,476,827 new shares at the price of DKK 0.063959475 per share of nominally DKK 0.02 (the new nominal share capital following the capital decrease described above), equal to a total conversion of debt of DKK 4,699,539.27.
Compulsory scheme
As part of the Restructuring, the Company will file a compulsory payment arrangement with the court of Greenland.
The proposed compulsory payment arrangement is, in outline, comprised of a payment to the majority of creditors upon approval of the compulsory scheme, followed by payment of 8 equal instalments, with the exemption that all creditors will receive a payment of at least DKK 100,000 upon approval of the compulsory scheme (or the full claim, if such claim is below DKK 100,000). In addition, the remaining creditors will either waive their privileged rights according to Section 95 of the Danish Bankruptcy Act or accept being subordinated. However, subordination of the debt shall not prevent conversion of the subordinated claims to shares at a later stage.
As a condition for the Restructuring, the compulsory payment arrangement has to be approved by the court of Greenland and the creditors of the Compa
Transfer of the Government of Greenland’s shares
As part of the Restructuring, GMM will purchase all of the Government of Greenland's 7,912,260 shares in the Company for the purchase price of DKK 0.063959475 per share of nominally DKK 0.02 (the new nominal share capital following the capital decrease described above), equal to DKK 506,064 in total, which is the exact same price as the subscription price paid by GMM in connection with the capital increases described above.
Maintaining of listing
The capital increases and acquisition of shares in the Company by GMM as described above will as a starting point trigger an obligation to make a mandatory tender offer to all shareholders of the Company.
However, as part of the Restructuring, GMM will apply to the Danish FSA for an exemption to make a mandatory tender offer to all shareholders of the Company.
The reason for applying for this exemption is that, according to GMM, the Company's listing on NASDAQ OMX Copenhagen A/S is of substantial value to NunaMinerals and its shareholders by enhancing the Company's public profile, granting it access to the capital markets, by enabling the Company to make share-based offers, and giving its shareholders a liquid market for their investment.
In the event that a an exemption cannot be obtained, the Restructuring will be conditional on GMM having (a) received duly executed versions of irrevocable statements of rejection from all major shareholders of the Company that they will not tender their shares in the mandatory tender offer, and (b) received written confirmation from the Danish FSA that the price paid per share in the mandatory tender offer shall not exceed the subscription price for the shares subscribed for by GMM in the Restructuring.
Conditions
The Restructuring is conditional on being completed no later than 5 January 2016 and is subject to the following conditions;
- Adoption of all items on the agenda of the general meeting to be held 25 November 2015;
- Registration with the Danish Business Authority of the capital decrease referred to above;
- The Court of Greenland's final approval of the compulsory scheme;
- Entering into an agreement with Råstofdepartementet regarding NunaMinerals' licenses;
- Råstofdepartementet having approved the indirect transfer of all of NunaMinerals' licences.
- GMM either (i) having obtained an exemption from the obligation to make a mandatory tender offer from the Danish FSA, or (ii) in the event that an exemption cannot be obtained, GMM having (a) received duly executed versions of irrevocable statements of rejection from all major shareholders of the Company that they will not tender their shares in the mandatory tender offer, and (b) having received written confirmation from the Danish FSA that the price paid per share in the mandatory tender offer shall not exceed the subscription price for the shares subscribed by GMM in the Restructuring.
All of the above conditions are inter-conditional and completion of the Restructuring cannot take place until all steps are completed. All conditions must be completed by 5 January 2016.
Post-Closing Rights Issue
As part of the Restructuring, GMM has undertaken to cause the Company to (i) carry out a rights issue at or below market price, with publication of a prospectus no later than 1 May 2016, or (ii) in the event that, in the reasonable opinion of GMM after taking into account the Company's situation and the market conditions prevailing at such time, it is not possible to structure and execute a rights issue without GMM ending up with 90% or more of the total outstanding share capital following closing of the rights issue, to provide the Company with a loan on arms' length terms and conditions to be agreed in detail between GMM and the Company.
The rights issue is intended to be structured and underwritten by GMM and to result in the Company receiving gross proceeds of a DKK amount equivalent to GBP 500,000 or alternatively if a loan is provided, such loan shall be for the amount of GBP 500,000.
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The parties to the agreement will work together to complete the steps and conditions of the Restructuring. Further announcements will be made at the completion of each of the above steps.
“We are very pleased with this result” said Birks Bovaird, Chairman of the Board of Directors of NunaMinerals A/S.
“The exploration assets of NunaMinerals A/S have significant potential and we look forward to working closely with our Greenlandic partners to realise value for all stakeholders” said Mr Patrick Newmann, director of GMM.
Nuuk, 25 November 2015
The board of directors
ABOUT NUNAMINERALS
NunaMinerals A/S is exploring for precious and base metals as well as strategic metals. Firmly rooted in Greenland, the company is well positioned to exploit the mineral potential of one of the world’s few remaining unexplored regions. The geology of Greenland has a number of similarities with that of long-established mining jurisdictions such as Canada, Scandinavia, South Africa and Australia, which all have substantial mineral deposits of gold, platinum, nickel and copper, among other commodities. Setting up partnerships that would bring further technical and financial expertise to the development of the company’s exploration prospects is a key element of NunaMinerals’ business model. NunaMinerals began operations in 1999 and is headquartered in Nuuk, Greenland. The company is listed at NASDAQ OMX Copenhagen A/S under the symbol “NUNA” (Copenhagen: NUNA.CO).
For more information, please visit our website: www.nunaminerals.com.
ABOUT GMM
GMM is a UK special purpose vehicle formed to rescue NunaMinerals A/S and brings together a strong technical team.
For further information about GMM please refer to: www.greenlandmmltd.com
Pia Dalziel, Solicitor & Advokat (Denmark) acting for NunaMinerals A/S, DD +44 207 553 4070