TORONTO, Feb. 10, 2012 /CNW/ - On 4 November 2011, Gladstone Pacific Nickel Limited (the Company) announced that a claim brought against it by a minority shareholder, Robash Pty Limited (Robash), had been dismissed pursuant to a judgment of the Supreme Court of New South Wales. Subsequently, the Court made a costs order against Robash and Robash filed a Notice of Intention to Appeal on 29 November 2011.
The Company has now entered into a legally binding settlement with Robash, under which the Company can recover the costs it has incurred in relation to the legal proceedings, and pursuant to which the Company and other parties mutually release each other from certain liabilities.
In addition to recovering its costs, as part of the settlement the Company will also be released from future obligations to pay certain royalties to some of its minority shareholders, including Robash and RAB Special Situations (Master) Fund Limited (RAB).
The releases are also conditional upon a number of minority shareholders (including Robash and RAB, who in total hold approximately 28% of the issued shares of the Company), transferring their shares in the Company to the Company's major shareholder, Fairway Coal Pty Limited (Fairway), a company owned by Professor Clive Palmer. The consideration for these transfers includes the release of independent legal proceedings commenced by Professor Palmer against some of the minority shareholders (including Robash, but not RAB). The consideration for the transfer of the shares in the Company from RAB to Fairway is agreed to be 5 cents (A$0.05) per share, which is the same price at which the Company's then major shareholder, Waratah Coal Pty Limited (a company also owned by Professor Clive Palmer) acquired shares in the Company pursuant to the takeover offer made by it on 28 June 2011.
The settlement terms are legally binding, and are subject to the following conditions:
- the elements of the settlement (payment, release of claims and, in the case of Fairway, transfer of shares) are binding - all elements must be implemented for the settlement to be effected; and
- the approval of the Company's shareholders is required for the transfer of shares in the Company to Fairway. Such approval must be obtained by way of ordinary resolution at a meeting of shareholders upon which none of the transferring shareholders, Fairway or their associates will be entitled to vote in favour.
These conditions must be satisfied by 20 April 2012, unless the parties agree otherwise.
Documentation for the shareholders meeting is currently being prepared and is anticipated to be dispatched to shareholders by the end of February.
Gladstone Pacific Nickel Limited is an Australian mining development company presently undertaking an Integrated Definitive Feasibility Study for the Gladstone Nickel Project. The Company's vision is to build a major long-life nickel cobalt refinery at the deepwater Port of Gladstone, in Central Queensland, Australia, treating abundant high grade nickel laterite ores from New Caledonia and other south-west Pacific islands, underpinned by beneficiated ores from its own Marlborough deposits. The Project has the potential to be one of the largest of its type in the world producing some 126,000 tpa nickel (8 - 10% of global nickel demand) and 10,400 tpa of cobalt metal from its first two stages.
Disclaimer: This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include metal prices, exploration success, continued availability of capital and financing, and general economic, market or business conditions.
For further information:
For more information or comment:
Blair Brewster - Gladstone Pacific Nickel Ltd Tel:+61(0)7 3231 7100
Email: [email protected]