Perth, Western Australia--(Newsfile Corp. - May 10, 2023) - As part of a move to increase Besra Gold Inc's (ASX: BEZ) (Besra or the Company) ownership of the Bau Gold Project (Bau), Besra is pleased to announce that it has reached an agreement with Pangaea Resources Limited (Pangaea), a substantial shareholder of the Company and an entity associated with Besra's Chair (Jocelyn Bennett), to acquire from Pangaea 1,802 shares (0.72%) (NBG Shares) in the issued share capital of North Borneo Gold Sdn Bhd (NBG) (Agreement).
Given that NBG is the owner of Bau and that the NBG Shares are free-carried or funded through the development of Bau, that Pangaea holding those shares would require the introduction of a third party to the project documentation and in light of Besra's development strategy, the Besra board considers that (in addition to increasing Besra's equity interest in NBG) the acquisition of the NBG Shares is both commercially and administratively advantageous as well as being structurally practical.
Following the acquisition of the NBG Shares, Besra's ownership of NBG will increase by 0.72% to 98.5% (93.55% on an equity-adjusted basis), thus increasing Besra's interest in the Bau Gold Project by 0.78%.
The consideration to be paid to Pangaea by Besra for the NBG Shares comprises:
collectively, the Consideration Securities.
It is expected that the Consideration Securities will be subject to 12 months' mandatory escrow.
Conditions Precedent
In accordance with ASX Listing Rules 10.1 and 10.11, the Agreement and the issue of the Consideration Securities are subject to the receipt of CDI holder approval. As required by ASX Listing Rule 10.5.10, the notice of a meeting to approve the transaction will include a report from an independent expert. Such a report will state the expert's opinion as to whether the transaction is fair and reasonable to Besra's CDI holders (other than Pangaea and its associates).
The Agreement is also subject to obtaining all pre-emptive rights (if any) with respect to the transfer of the NBG Shares pursuant to the Agreement.
This announcement was authorised for release by the board of Besra Gold Inc.
Michael HigginsonCompany Secretary
For further information:
John SetonExecutive DirectorEmail: john @besra.com
North AmericaJames HamiltonInvestor Relations ServicesMobile: +1 416 471 4494Email: [email protected]
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165596