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Braemore Resources Uses Cutting Edge Technology (BRR)     

niceonecyril - 06 Oct 2008 10:08 - 685 of 810

So life goes on?

Relationship agreement update regarding major shareholder

Braemore Resources plc (JSE: BRE; AIM: BRR) announces that it has entered into an agreement to further regulate the relationship between the Company and its major shareholder, Atomaer Holdings Pty Ltd ('Atomaer'). The agreement removes the potential for competition between the two companies and allows Braemore the full benefit of a major shareholder who actively supports the Braemore business strategy.

Key highlights of the agreement include:

Braemore and Atomaer sign agreement to address potential areas of competition and agree in principal to resolve overhang of Performance Shares

Specified terms by which Braemore can acquire new nickel and PGM sulphide projects from Atomaer
Specified terms linking Atomaer's shareholding in Braemore to its representation on the Braemore board
Atomaer is the registered holder of 315 million ordinary shares, representing approximately 40% of the ordinary shares in issue, and 305 million performance shares of £0.001 each having the rights and restrictions set out in the articles of association of the Company (the 'Performance Shares'). Atomaer's contribution in the technological area of Braemore's development work has been significant, and a strong relationship has ensued. In the current economic climate, the support of a major shareholder has been crucial in Braemore's ability to continue with its stated business model.

According to Braemore's Chief Executive Officer, Leon Coetzer, 'The agreement clarifies the capital structure of the Company and the terms of conversion of the Performance Shares, providing greater certainty to all shareholders. It also provides Braemore with the benefit of a first right of refusal over the acquisition of any interests and/or rights to nickel and/or platinum sulphide projects acquired by an Atomaer Group Company on commercial terms. '

'Key to the agreement is that the performance shares are now linked to the Leinster Nickel Sulphide Tailings Project and that Braemore and Atomaer have agreed to negotiate in good faith the buyback of the Performance Shares; a reinforcement of the on-going positive relationship between the two companies.'

The key terms of the agreement are as follows:

The company will adopt the new articles of association, subject to regulatory and shareholder agreement.
The 305 million Performance Shares currently issued to Atomaer will only convert into ordinary shares upon Braemore entering into an agreement with BHP Billiton Nickel West Pty Limited for the exploitation of the Leinster Nickel Sulphide Tailings Project.
Braemore and Atomaer have agreed to negotiate in good faith the buyback of the Performance Shares on commercial terms to remove any perceived overhang on Braemore's ordinary shares (subject to regulatory and shareholder approval, if required) after completion of the order of magnitude economic evaluation and engineering scoping studies as agreed to with BHP Billiton, expected to be completed by early November 2008.
Braemore will have a first right of refusal to acquire interests and rights in each new Nickel and/or Platinum Sulphide Project acquired by any Atomaer Group Company on commercial terms for as long as Atomaer is the registered holder of 30% or more of the issued ordinary shares of Braemore. This replaces the Nickel Rights under the Share Sale Agreement dated 9 May 2005 and entered into between Atomaer, Braemore and Braemore Nickel Pty Limited, which have been cancelled. In addition, Braemore is to reimburse Atomaer for all costs incurred by Atomaer, up to a maximum of A$300,000, in performing its obligations to Braemore in the identification, investigation, evaluation, acquisition and offering of rights to Pan Palladium Limited's Grass Valley Project.
For as long as Atomaer is registered holder of 30% or more of the issued ordinary shares in the Company it will be entitled to appoint two directors to the board of directors of Braemore. In order to ensure good corporate governance, it has been agreed, amongst others, that a committee of directors of the Company who are not directors of Atomaer be formed to take decisions relating to matters involving an Atomaer Group Company.
Project management functions previously performed by Atomaer will be transferred to a Braemore Group Company.
Atomaer has agreed to a restriction on competition with any Braemore Group Company with respect to the smelting or refining of nickel and platinum group metals. Further details of this restriction are set out in the Relationship Agreement.
ENDS
cyril

unluckyboy - 06 Oct 2008 11:28 - 686 of 810

Cyril is this good news or bad,as the market this morning sent it down but has recover at the moment.?

niceonecyril - 06 Oct 2008 11:35 - 687 of 810

ULB i see this as positive in so much as we have a thumbs up from our major
investor.
cyril

mitzy - 08 Oct 2008 09:51 - 688 of 810

This is not good news.

niceonecyril - 08 Oct 2008 11:25 - 689 of 810

mitsy, could you give your reasons for thinking so please?
cyril

mitzy - 08 Oct 2008 20:13 - 690 of 810

Its to do with the 305m performance shares which will convert to ordinary shares upon BRR entering into agreement with BHP would this lead to more share dilution for BRR shareholders..I cant see how this would be good for shareholders.

niceonecyril - 09 Oct 2008 09:43 - 691 of 810

Mitzy Below is the explaination from the Proactive writer.
cyril

The Atomaer Performance shares are one of the least confusing things about Braemore, IMO!

They were issued as part of the WCN purchase agreement in 2005, and are effectively the second half of a "half now, half on delivery" arrangement.

They convert to Ordinary Shares "on delivery" - i.e. when Leinster gets the green light. No fee is payable by Atomaer because they are effectively the second half of the purchase price of the Leinster project.

What could be simpler?


mitzy - 09 Oct 2008 11:29 - 692 of 810

Ok cyril I get it now.

mitzy - 10 Oct 2008 16:57 - 693 of 810

20% down for no reason this is a scary share.

canada1 - 11 Oct 2008 20:41 - 694 of 810

Short selling stopped for all shares!!!!!

Looks like the end of iii, moneyam, advfn, lse.

niceonecyril - 12 Oct 2008 15:34 - 695 of 810

Mitzy shares are scary at this moment?
cyril
p.s. even the good ones

canada1 - 13 Oct 2008 11:33 - 696 of 810

BuGG**!, misread the news, looks like only Greece has banned short selling..doh!

mitzy - 13 Oct 2008 11:40 - 697 of 810

up 30% well done cyril.

cynic - 13 Oct 2008 11:54 - 698 of 810

30% of FA is still FA, and knowing this stock, spread is prob over-wide too

niceonecyril - 13 Oct 2008 19:39 - 699 of 810

Mitzy most shares rose today and hopefully over a period of time the market will
recover some composure,so come 2011 the real value of this company will be realised. However its worth remembering that some serious sums of money will be
required before we reach a successful outcome for both projects and at present, fund raising is out of fashion.
cyril

mitzy - 13 Oct 2008 20:47 - 700 of 810

Credit crunch affecting all shares cyril.

Andy - 13 Oct 2008 22:49 - 701 of 810

A new article that may be of interest to holders,
click HERE

explosive - 14 Oct 2008 01:51 - 702 of 810

Fears of a global recession is driving futures down as less demand for commodities continues. Lets see if the unfreezing of credit markets changes this, we all know emerging markets need commodities however if they can't afford or borrow the money to purchase them then theirs only one direction the sp will take. I'm surprised that BRR at current lows hasn't received any offers, still plenty of time though.

mitzy - 22 Oct 2008 16:52 - 703 of 810

1p is that correct...?

halifax - 22 Oct 2008 16:56 - 704 of 810

Auction sp 1-3p
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