Business
Acquisition
Acquisition.
About this update from Talisman Metals Plc
[{"type":"text","content":"\n Ovoca Gold PLC\n18 April 2006\n\n Ovoca Gold plc ('Ovoca' or the 'Company')\n\n\n Acquisition of Ayax\n\n\nOvoca is pleased to announce that it has signed a conditional acquisition\nagreement to acquire a 74% interest in CJSC Ayax Prospectors Artel company ('\nAyax') ('the 'Acquisition') from the Shareholders of Ayax ('New Shareholders').\nAyax owns a 100% interest in the Goltsovoye deposit, a silver deposit located in\nthe district of Omsukchan in the Magadan Oblast, north east Russia.\n\n\nAs consideration for the Acquisition, Ovoca will issue 110,001,518 new ordinary\nshares of €0.025 each ('Ordinary Shares') (the 'Acquisition Shares') and will\nmake a cash payment of US$1 million within six months of the execution of the\nAyax Acquisition Agreement. The Acquisition Shares will represent approximately\n44.3% of the Company's enlarged issued share capital. The Acquisition is\nconditional, inter alia, on Mr Leonid Pavlovich Skoptsov, Mr Yuri Ivanovich\nRadchenko and Mr Mikhail Alexandrovich Mogutov, being the principal shareholders\nin Ayax, being appointed to the Board of the Company and Dr Barrie Oakes, Mr\nRoger Turner, Mr Guido Pas, Mr Danesh Varma and Mr Rowan Maule being appointed\nto the Board of Ayax.\n\n\nUpon completion of the Ayax Acquisition Agreement, Ovoca will enter into a\nconditional option agreement that gives Ovoca the right, but not the obligation,\nto acquire the remaining 26% interest in Ayax at any time between the first and\nsecond anniversary of the date of completion of the acquisition agreement (the '\nOption'). The exercise price for the Option is 43,007,250 new Ordinary Shares\n('Option Shares') or a cash payment of US$5 million if the market value of the\nOption Shares is less than US$5 million at the time of exercise of the Option.\n\n\nIn addition, Davy has been appointed Nominated Adviser to the Company effective\nimmediately.\n\n\nInformation on Ayax.\n\nAyax, a registered Russian Closed Joint Stock Company formed in 2002, owns a\n100% interest in the Goltsovoye deposit. The Goltsovoye deposit is part of the\n'Pestrinskiy Ore Cluster' which covers an area of 640 km2 and forms the southern\nflank of the 'Dukat Ore District'. The Goltsovoye deposit is accessible by a\ngood all-weather road and is 69 km from the regional administrative centre of\nOmsukchan, and Bema Gold Corporation's Juliett...