URU Metals Limited
(“URU” or “the Company”)
Completion of Disposal of the Company’s Zebediela Nickel Project (“Zebediela”)
URU Metals Limited (AIM: URU) is pleased to announce that further to its announcement of 27 July 2021 Blue Rhino Capital Corp (“Blue Rhino”) has completed the acquisition of Zebediela Nickel Company (Pty) Ltd. (“ZEB”), a wholly owned subsidiary of URU (the “Transaction”). Blue Rhino has now changed its name to ZEB Nickel Corp., (“ZEB Nickel”) and will trade under the new ticker symbol ZBNI upon resumption of trading. ZEB Nickel & URU will notify shareholders once the date for the resumption of trading has been confirmed.
John Zorbas, Chief Executive Officer of URU Metals was pleased to complete the Transaction noting, “The transaction with Zeb Nickel provides much needed capital for the continued development of the Zebediela Project. URU remains committed to the Zebediela Project which the Board believes can become a globally significant nickel deposit. This Transaction delivers a lower cost of capital and resultant dilution to URU shareholders than a direct placing by URU to raise funds given the low valuation of the Company on AIM. URU’s technical team lead by Richard Montjoie will continue to lead the efforts on the advancement of the Zebediela Project and following the Transaction URU is the majority shareholder of Zeb Nickel. The Company is a long-term and supportive shareholder of Zeb Nickel and the Board remains fully focused on developing the project and realizing its value for shareholders of both URU and Zeb Nickel. We wish the Zeb Nickel team good fortune on their listing, and believe the future is bright for both companies.”
Additional Information
Immediately prior to completion of the Transaction, ZEB Nickel completed a consolidation of its issued and outstanding Common Shares on the basis of one new post-consolidation Common Share for every 2.3 pre-consolidation Common Shares (the “Consolidation”). The Consolidation reduced the number of outstanding Common Shares from 5,400,000 to 2,347,826.
In connection with the completion of the Transaction, Zeb Nickel completed a private placement financing (the “Financing”) of 11,200,000 subscription receipts (each, a “Receipt”) at price of CAD$0.25 per Receipt for gross proceeds of CAD$2,800,000. The proceeds from the Financing were released from escrow, following Zeb Nickel receiving all applicable regulatory approvals and completing the Transaction.
URU now holds 41,000,000 Common Shares in ZEB Nickel (the “URU Shares”) through its wholly owned subsidiary Floza Capital Management Limited representing approximately 74.82% of the issued and outstanding Common Shares of Zeb Nickel Corp. The URU Shares are subject to customary escrow provisions as a controlling party of a Tier 2 TSX Venture Exchange listed company, with shares being released over a 36 month period, further details of which are provided in the table below. The release date of shares may be accelerated in certain circumstances, including where Zeb Nickel is re-classified as a Tier One issuer by the TSX Venture Exchange or in connection with certain transactions.
Zeb Nickel Management
Following completion of the Transaction, the Board of Directors of Zeb Nickel has been reconstituted to consist of Wayne Isaacs, Tom Panoulias, Anton Drescher, Gregory McKenzie, Jay Vieira (URU Non-Executive Chairman) and Richard Montjoie (URU Exploration Manager). Management of Zeb Nickel has also been reconstituted to consist of Wayne Isaacs as Chief Executive Officer and Corporate Secretary and David Cross as Chief Financial Officer. In addition, Martin Vydra will act as a strategic advisor to the Board of Directors, and Justin Cochrain as an advisor to the Board of Directors.
TSX Venture Exchange Listing
Zeb Nickel has filed a filing statement dated July 28, 2021 (the “Filing Statement”) under its profile on SEDAR at www.sedar.com. Trading in the Common Shares of ZEB Nickel is currently halted pending completion of customary filings with the TSX Venture Exchange in respect of the Transaction. Trading is expected to resume on the TSX Venture Exchange following completion of customary filings with the TSX Venture Exchange.
Controlling Party Escrow Provisions
| Release Dates | Percentage of Total URU Shares to be Released | Total Number of URU Shares to be Released |
| Upon Resumption of Trading | 5% | 2,050,000 |
| After Six Months | 5% | 2,050,000 |
| After Twelve Months | 10% | 4,100,000 |
| After Eighteen Months | 10% | 4,100,000 |
| After Twenty-Four Months | 15% | 6,150,000 |
| After Thirty Months | 15% | 6,150,000 |
| After Thirty-Six Months | 40% | 16,400,000 |
| TOTAL | 100% | 41,000,000 |
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014, incorporated into UK law by the European Union (Withdrawal) Act 2018 until the release of this announcement.
For further information, please contact:
URU Metals Limited
John Zorbas
(Chief Executive Officer)
+1 416 504 3978
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker)
Ewan Leggat / Charlie Bouverat
+ 44 (0) 203 470 0470
