Amur Minerals Corporation (‘Amur’ or the ‘Company’), the nickel-copper sulphide mineral exploration and resource development company focused on the far east of Russia, announces that it, together with its wholly owned subsidiary Irosta Trading Limited (‘Irosta’), has entered into a Share Purchase Agreement for the sale of 100% of its interest in Irosta’s wholly owned subsidiary, AO Kun-Manie (‘AO KM’ or ‘Kun-Manie’).
For a total consideration of US$105 million, Stanmix Holding Limited (the ‘Buyer’ or ‘Stanmix’) will purchase AO KM and the benefit of all amounts owed by AO KM to Amur under intra-group loans (the ‘Transaction’). AO KM is an exploration and mining company which holds the Detailed Exploration and Mine Production mineral licence for the Kun-Manie nickel-copper sulphide project located in Amur Oblast of the Russian Federation.
The total consideration for the Transaction is US$105 million to be completed in a series of payments. The Transaction consideration is payable in US$.
The divesture price represents premiums of 220% to the Company’s market capitalisation of 5 May 2022 (GBP26.2 million) and 330% to the current Kun-Manie book value of US$24.4 million as at 30 June 2021 in Amur’s interim financials. The closing share price on 5 May 2022 was 1.91 pence per share.
A Fair Market Value (‘FMV’) of AO KM was derived by Medea Natural Resources (‘MNR’) with a range from US$106 million to US$131 million based on an assessment of international transactions for similar sized nickel equivalent projects. Given current volatile market conditions, and that the project is located within Russia, the Transaction falls at the lower limit of the independently derived FMV.
In addition to shareholder approval of the Transaction at a General Meeting scheduled for 25 May 2022, completion of the Transaction requires the approval by a newly created Russian Federation government commission per Order 81 dated 1 March 2022 (which specifically addresses change of control of western held assets) and the consent of the Federal Antimonopoly Service of Russia.
The Company and its financial auditor (‘BDO’) now consider the Kun-Manie project to be an asset held for sale from an accounting perspective until a change of control is completed.
Robin Young, CEO of Amur, commented: ‘I am delighted to announce the proposed sale of Kun-Manie to Stanmix Holding Limited for the total consideration of US$105 million, representing a cash consideration of US$75 million over four years and a further US$30 million over 10 years commencing in 2027. The total consideration represents a 220% premium to the Company’s market capitalisation on 5 May 2022 and a 330% premium to the Kun-Manie book value. Additionally, Amur recently engaged with independent advisers with respect to the valuation of Kun-Manie which indicates that US$105 million is a fair and reasonable price for the project. ‘Stanmix Holding Limited is a company controlled by Vladislav Sviblov, a Russian entrepreneur and shareholder in a number of mining and industrial assets, including Highland Gold, one of the largest gold miners in Russia. He has also completed a number of major Russian mining M&A transactions and Stamnix Holding Limited is therefore well positioned to continue the development of Kun-Manie. ‘The Board and I recommend that shareholders vote in favour of the sale at the General Meeting that will be held on 25 May 2022, as the total consideration represents a significant premium to shareholders compared to the current market capitalisation of the Company.
Additionally, in order to move Kun-Manie into a development and production phase, significant further investment is required to be made, including significant expenditure on infrastructure and access roads and there is no guarantee that Amur will be able to source and execute financing agreements to meet this required spend given the current volatile market. This also complicated the execution of this transaction. ‘Following the sale, the Company will continue to be listed on AIM as a Rule 15 cash shell, providing the Board with the ability to identify future acquisition opportunities, in mining friendly jurisdictions, that have the potential to deliver value creation. Additionally, the Board anticipates that portions of the deferred consideration will be paid to shareholders as a dividend.’
About Stanmix Holding Limited
Stanmix Holding Limited is a Cyprus incorporated company controlled by Vladislav Sviblov. Mr Sviblov is a Russian entrepreneur and shareholder in some major mining and industrial assets including Highland Gold Mining, one of the largest gold miners in Russia which Mr Sviblov acquired in 2020. Mr Sviblov has previously completed two additional major M&A transactions, namely the acquisition of Trans-Siberian Gold in Kamchatika, and the assets of the Zoloto Kamchatki group. In April 2022, Highland Gold Mining entered into a definitive agreement to acquire the Russian assets of New York Stock Exchange-listed Kinross Gold Corporation.
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