Rose Petroleum plc

Proposed disposal, capital reorganisation and notice of general meeting


Proposed disposal, capital reorganisation and notice of general meeting

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

Rose Petroleum plc 

("Rose", the "Company" or the “Group”) 

Proposed disposal, capital reorganisation and notice of general meeting

Rose (AIM: ROSE), the AIM quoted natural resources business, announces that the Company is today publishing and posting to Shareholders a circular to convene a General Meeting.

The Company is seeking shareholder approval for the proposed disposal of the Company's mineral processing mill operation in San Dieguito de Arriba, Mexico and its associated assets, licenses and agreements (together, the "SDA Mill") to Magellan Gold Corporation (OTCQB: MAGE) ("Magellan") for a total consideration of US$1.5 million, payable as US$1.0 million in cash (less a US$100,000 option payment already received) and US$500,000 in restricted common stock (shares) in Magellan. The Disposal will constitute a fundamental change of business under the AIM Rules and is therefore subject to the approval of Shareholders at the General Meeting. The Disposal is also subject, inter alia, to the relevant parties entering into a stock purchase agreement (the “SPA”). The SPA is expected to be entered into imminently and in any event ahead of the General Meeting. A further announcement will be made when appropriate.

Further, the Company announced on 22 August 2017 that it had received all necessary final approvals in the permitting process for its proposed 3D seismic survey on its oil and gas exploration acreage in the Paradox Basin, Utah (the "Paradox Acreage"). The Company has subsequently announced the completion of the seismic shoot design optimisation and the commencement of field work in the Paradox Basin. As previously announced, the Company is in dialogue with a number of third parties regarding additional potential funding options for both the 3D seismic survey and the subsequent drilling programme. This may involve an equity fundraise and so the Company is seeking shareholder authority to increase the Company’s share authorities in order to provide the Company with the flexibility to act quickly in the case of an opportunity to conduct an equity fundraising, should this be required.

The Company is also proposing to undertake a capital reorganisation, further details of which are set out below.
The general meeting will be held at 11.00 a.m. on 18 September 2017 at the offices of Allenby Capital Limited, 5 St. Helen's Place, London EC3A 6AB. 

The above summary should be read in conjunction with the full text of this announcement and the circular (which includes a notice convening the General Meeting), which is being posted to Shareholders today and will also be made available to view later today on the Company's website,  Extracts from the circular are set out below.

Defined terms used in this announcement have the meaning as set out at the end of this announcement and as in the circular.

Change of registered office

The Company also confirms that on 26 November 2016 its registered office was changed to 20-22 Wenlock Road, London, N1 7GU.

Click HERE to read the full press release.