AGC – Australian Gold and Copper
Transformational $10.1 million strategic capital investment by Delin Mining Group Cooperation Limited (Delin)
The investment will allow AGC to accelerate exploration of its portfolio, including the five drill ready targets at the South Cobar Project
Placement of 122,222,222 new shares at $0.082636 per share represents a significant premium above yesterday’s closing price of $0.057 Following completion of the Placement, and subject to shareholder approval, Delin will hold 55% of the issued share capital of AGC
Upon signing the agreement, AGC received a $200,000 deposit from Delin
Australian Gold and Copper Ltd (ASX: AGC) (“AGC” or the “Company”) is pleased to announce it has entered into a binding Subscription Agreement with Delin Mining Group Cooperation Limited (“Delin”), whereby Delin will subscribe for 122,222,222 new fully paid ordinary shares (“Shares”) at $0.082636 per Share (“Placement Shares”).
The Subscription Agreement will provide the Company a $10.1 million capital injection (“Strategic Investment”) following satisfaction of conditions including shareholder approval.
Commenting on the Strategic Investment, AGC Chairman, Mr David Richardson said: “In the current climate where the cost of capital is high, this investment represents exceptional value for all our shareholders. The significant premium to market price is clear evidence of the attractiveness of the drill ready targets in our South Cobar Project.
We look forward to this transformational Strategic Investment and welcome Delin as a new major shareholder.” Delin’s Chairman, Mr Zhang Yong said: “We are pleased to make this strategic investment in AGC and are excited about AGC’s portfolio of exploration projects. We look forward to supporting AGC to further the advancement of these gold projects, and to providing a bridge between the Australian mining industry and Southeast Asia in the future together with AGC.” AGC is currently searching for gold-copper deposits in the Cobar Basin, which is host to the high-grade CSA copper mine. AGC’s Board have approved a maiden drill program to test the high priority Hilltop Target.
This program is now planned to commence on completion of the Strategic Investment.
2 The Strategic Investment also provides a pathway to aggressively explore the four other drill-ready South Cobar targets identified at Achilles and Planet.
Funds raised from the issue of Placement Shares will also be applied towards advancing AGC’s other NSW projects and general working capital and any other ancillary purpose.
About Delin Mining Group Cooperation Limited (Delin) Delin is a Hong Kong registered investment company based in Hong Kong. Delin aims to build an investment portfolio across the mining industry, and this is their first investment in Australia.
Board Appointment Upon completion of the Strategic Investment transaction, the Company will appoint Mr Zhang Yong to the Board as Co-Chairman. Mr Zhang will be appointed to the Board of AGC as a nominee of Delin.
Completion of the Strategic Investment is subject to the following material conditions:
(a) Delin conducting and being satisfied with the results of due diligence on the Company;
(b) AGC obtaining any shareholder approval required for the allotment and issue of the Placement Shares;
(c) AGC and Delin obtaining any authorisations required to give effect to the agreement; and
(d) There being no material adverse effect taking place up until the time all other conditions have been met. The issue of the Placement Shares is subject to AGC obtaining shareholder approval under item 7 of section 611 of the Corporations Act 2001 (Cth) (“Corporations Act”).
The necessary shareholder approvals will be sought at a General Meeting to be held on or around 28 November 2023.
A notice of meeting, accompanied by an independent expert’s report, will be provided to shareholders in due course.
On completion of the Strategic Investment, and for so long as Delin (by itself or by a Wholly-owned Subsidiary) holds at least 50.0% of the fully paid Shares of the Company (Minimum Shareholding),
then the Delin shall be entitled to:
(a) nominate for appointment 50% of the members of the board of directors of the Company (Nominees); and
(b) require one of the Nominees to be chairman of the board of directors of the Company.
Delin must use all reasonable endeavours to retain for the benefit of the Company and its shareholders:
(a) the current members of the Board; and
(b) the current senior management personnel, for not less than the 18-month Standstill Period and for as long as reasonably practicable.
i do not hold this share
not one for me … all looking and no mining
