Verdant Minerals Ltd (ASX: VRM) is mainly involved in the discovery, development and operation of fertiliser and industrial mineral projects. The Company’s portfolio of projects includes Ammaroo Phosphate Project, located approx. 200km south-east of Tennant Creek, Sulphate of Potash project, and Dingo Hill Silica Project.
In the last 12 months, the company has approached various fertiliser industry participants, industrial and mining companies, private equity firms and other financial institutions to secure the capital which is required to advance the Ammaroo Phosphate Project. The advancement of the Ammaroo Phosphate Project would have required significant pre-construction and construction capital which VRM's Board considered highly unlikely to be raised from existing shareholders and without very significant dilution.
As a result of this, the company entered into a Scheme Implementation Agreement with CD Capital, relating to CD Capital's proposed acquisition of all of the issued shares in VRM, other than any shares held by Washington H. Soul Pattinson and Company Limited (WHSP), for a cash price of $0.032 per Share.
Recently the independent expert concluded that the Scheme is fair and reasonable to and in the best interests of VRM shareholders and independent board committee has recommended the Scheme Shareholders to vote in favour of the Scheme.
On 16 April 2019, the Federal Court of Australia ordered to conduct a meeting of VRM shareholders to consider and vote on the proposed acquisition by CD Capital. The Scheme Meeting will be held at 9:15 AM on Wednesday, 29 May 2019, at Ashurst Australia, Level 26, 181 William Street, Melbourne, Victoria.
Today, the company has published Updated Scheme Booklet, which includes the independent expert's report, notice of the Scheme Meeting and a copy of the proxy form for the Scheme Meeting.
If the Scheme is approved at the Scheme Meeting and all other conditions are also satisfied, VRM shareholders, other than WHSP will receive A$0.032 cash per VRM share held as at the record date for the Scheme.
VRM and CD Capital have also entered into a short-term loan facility agreement, under which, CD Capital will advance an aggregate of $800,000 in three tranches to VRM for the purposes of funding VRM’s transaction costs in connection with the Scheme and for general working capital purposes.
If the Scheme is not implemented, VRM will be required to urgently consider funding alternatives, such as immediately raising capital, to enable it to repay the amount owing under the loan from CD Capital.
The Second Court Date (for approval of the Scheme by the Court) is 31 May 2019 and Effective Date of the Scheme is 3 June 2019.
In the past six months, the share price of the company increased by 82.35% as on 17 April 2019. At the time of writing, i.e., on 18 April 2019, the stock of the company was trading at a price of A$0.031, with the market capitalisation of ~A$34.22 million.