On 15th December 2022, Argos Resources, the Falkland Islands based exploration company focused on the North Falkland Basin, announced that the Company and JHI Associates Inc. ('JHI'), a private company incorporated in Ontario, Canada, had entered into an agreement pursuant to which it is proposed that JHI will acquire Argos' PL001 Production Licence interests in the North Falkland Basin.
The Board is pleased to report that the Company has now entered into the Licence Acquisition Agreement (LAA) pursuant to which the Licence (and related assets) will be transferred from Argos Exploration Limited (AEL), the Company's 100% owned subsidiary in which the Licence is held, to the purchaser subject to, inter alia, the approval of the Company's shareholders. As consideration for the Licence, the Company is to be issued with 8,467,820 JHI Common Shares credited as fully paid and £303,500 in cash (of which a non-refundable payment of £151,750 has already been made).
As the Licence is the Company's principal asset, upon completion of the Disposal the Company will be regarded as an AIM Rule 15 cash shell, having ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets. The Disposal is therefore conditional on the consent of Shareholders at a general meeting of the Company.
Assuming completion of the LAA, the Company's sole asset would be its holding of JHI Common Shares. The Directors have concluded that in this scenario it is in the best interests of the Company and its Shareholders to seek Shareholder approval for cancellation of the admission of the Ordinary Shares to trading on AIM.
Shareholder approval for the Disposal and Cancellation will be sought at a general meeting of the Company to be held at The Chamber of Commerce, West Hillside, Stanley, Falkland Islands at 5 pm (Falkland Islands time) on 26 May 2023.
In the event that Shareholder approval for the Disposal and Cancellation are obtained, it is the intention of the Board that the Company should then be wound up by way of a members voluntary liquidation. The Company has agreed with certain creditors of the Company to settle those liabilities in JHI Common Shares (up to approximately 475,000 JHI Common Shares). Thereafter, approximately 8 million JHI Common Shares are expected to be available for distribution to Shareholders pro rata to their holding in the Company at that time.
A copy of the Circular containing more information regarding the Disposal, Cancellation and Notice of General Meeting will be posted to Shareholders on 4 May 2023 and will be available on the Company's website www.argosresources.com shortly.
Source: Argos Resources
