Proposed Acquisition of Tri-Star


 

TIDMCN. 
 
RNS Number : 8001P 
Canisp PLC 
23 July 2010 
 

23 July 2010 
                                   Canisp Plc 
                          ("Canisp" or the "Company") 
 
                        Proposed Acquisition of Tri-Star 
              Proposed Rule 9 Waiver, Subscription for New Shares 
                          Board Changes and Name Change 
 
 
Following the Company's announcement on 12 February 2010, the directors of 
Canisp (the "Directors") announce that the Company yesterday entered into a 
conditional agreement to acquire Tri-Star*, which holds a mining licence and 
permit to explore for and produce antimony in the Gediz district of Turkey, for 
a maximum consideration of GBP300,000 (the "Proposed Acquisition"). The Proposed 
Acquisition is subject to a number of conditions, summary details of which are 
set out below. 
 
About Tri-Star 
 
Tri-Star, which is incorporated in Turkey, holds licences and permits in respect 
of the mining and exploitation of mineral rights to the Goynuk antimony mine 
(the "Goynuk Mine"), in the Gediz district of Turkey.  The exploitation licences 
grant the company the right to exploit non-ferrous metals and covers base and 
precious metals such as copper, lead, zinc, arsenic, antimony, gold and silver. 
 
Tri-Star Strategy 
 
The strategy of Tri-Star is to evaluate the antimony mineral resource of the 
Goynuk Mine through initial drilling and advanced geophysical techniques, in 
order to delineate a mineable reserve. 
 
If the antimony occurrence at the Goynuk Mine is proved to be of economic 
significance, the Directors believe that having a deposit which constitutes an 
alternative source to the material supplied by the main exporter China and which 
is in closer proximity to key European customers will be of significant 
strategic importance in the context of the wider European antimony market. 
 
As is customary for a company at this stage of development, Tri-Star is 
currently not generating a profit and, in the financial year ended 31 December 
2009, Tri-Star generated a loss of 17,124 Turkish Lira (approximately GBP7,316) 
and had net assets of 466,368 Turkish Lira (approximately GBP199,256) as at that 
date. 
 
Terms of the Acquisition and Approvals 
 
The consideration is to be satisfied as to GBP150,000 payable in cash on 
completion of the Proposed Acquisition, with a further GBP150,000 payable in 
cash subject to certain milestones being achieved (the "Deferred 
Consideration"). 
 
The Deferred Consideration will be payable by the Company following (i) the 
provision of sufficient evidence relating to the commercial viability of the 
Goynuk Mine and (ii) the raising of funding sufficient to enable continued 
development of the mine and to cover current contractual obligations which would 
arise from making that decision. 
 
It is proposed that a group of related parties will subscribe for new ordinary 
shares in Canisp to augment the Company's working capital position. The 
anticipated subscription in the Company will require the Takeover Panel to 
approve a waiver of Rule 9 of the Takeover Code ("Waiver"). Accordingly, the 
Company is in the process of seeking the Waiver. In addition, the Proposed 
Acquisition constitutes a reverse takeover under the AIM Rules for Companies, 
and accordingly is subject to shareholder approval.  Assuming the Waiver is 
granted, a detailed circular, comprising an AIM admission document, containing 
full details of the Waiver and the Proposed Acquisition, will be sent to the 
Company's shareholders, seeking shareholder approval for, inter alia, the 
Waiver, the Proposed Acquisition and a change in the name of the Company to 
Tri-Star Resources plc. 
 
The Company intends to enter into a facility agreement with EMMEF Investments 
Limited ("EMMEF"), pursuant to which EMMEF will make available to the Company a 
facility of GBP750,000 until 30 June 2011 which falls due for payment by 30 June 
2012, for the purpose of undertaking exploration of the Goynuk Mine, if 
required. 
 
As part of the Proposed Acquisition, the Company intends to effect a number of 
board changes, with the appointment of a number of directors with relevant 
resources expertise, further details of which will be set out in the Company's 
AIM admission document. The Company's trading facility on AIM will remain 
suspended until the AIM admission document referred to above is published, which 
is expected in the near future and at which time the Company will make a more 
detailed announcement with regards to the Proposed Acquisition, board 
appointments, the subscription and related matters. 
 
The Antimony Market 
 
Antimony is an important mineral for the global economy and is also relatively 
rare. According to a recent EU report on critical raw materials, antimony is 
considered to be of high relative economic importance and high relative supply 
risk.  The high level of supply risk is mainly due to the fact that the bulk of 
the world's known reserves are located in China, which has stopped accepting 
applications for new mines to produce antimony until June 2011, in order to 
conserve resources.  Antimony's economic importance is enhanced by its lack of 
substitutes and its low recycling rates. It was reported, in April 2010, that 
antimony prices had soared by as much as US$700 per tonne and has now reached a 
market price of US $9,250 per tonne. Some EU member states have indicated their 
support for a suspension of import duties payable on antimony. The consumption 
of antimony, predominantly in the form of its trioxide salts as a flame 
retardant, is a structurally expanding market, driven mostly by safety and 
regulatory concerns.  Antimony is also used in metal supply, storage batteries, 
safety matches and glass manufacture. 
 
www.canispplc.com 
 
*The full name of Tri-Star is Üç Yildiz Antimon Madencilik Ithalat Ve Ihracat 
Sanayi ve Ticaret Anonim Sirketi. 
 
 
Enquiries: 
 
+-----------------------------------+-------------------------+ 
| Strand Hanson Limited (Nomad)     |     Tel: +44 (0)20 7409 | 
| James Harris / Paul Cocker / Liam |                    3494 | 
| Buswell                           |                         | 
+-----------------------------------+-------------------------+ 
| Keith, Bayley, Rogers & Co        |     Tel: +44 (0)20 3100 | 
| Limited (Broker)                  |                    8300 | 
| Simon Frost / Brinsley Holman     |                         | 
+-----------------------------------+-------------------------+ 
| Hansard Communications            |     Tel: +44 (0)20 7245 | 
| Justine James /John Bick          |                    1100 | 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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