Orsu Metals Provides Update on Russian Asset Divestiture

VANCOUVER, BC / ACCESSWIRE / August 19, 2022 / Orsu Metals Corporation (TSXV:OSU) (“Orsu” or the “Company”). As announced on May 24, 2022, Orsu entered into a share purchase agreement (the “SPA“) providing for the sale (the “Arrangement“) of Orsu’s 90% interest (the “Majority interest“) in the Sergeevskoe gold project (the “Russian assets“) to the holders of the other 10% stake in the Russian Assets (the “BuyersThe SPA provides that the buyers will acquire the controlling interest in Orsu for nominal consideration at closing, but will pay contingent consideration of up to US$4.5 million to Orsu in the event that the buyers sell the Russian Assets within five years of closing to an unsanctioned third-party buyer. The divestiture of the Russian Assets is a condition precedent to the completion of the Reverse Takeover Acquisition (the “OTR“) of Invenir Ltd. (“intervene“) and Skyfire Ltd. (“fire from heaven“), the holders of certain helium exploration projects, as further described in the Company’s press release dated May 24, 2022.

On August 5, 2022, the Russian government announced that in response to international financial sanctions, it had adopted a decree restricting the transfer of any direct or indirect foreign participation in certain asset classes, including precious metal mining rights ( the “Decree“). At this time, it is unclear how the Executive Order will affect the Company’s ability to transfer the controlling interest under the terms of the SPA, given that the SPA predates the Executive Order and the SPA is not not subject to Russian laws. The Company’s Russian subsidiary (the “Russian subsidiary“) which owns the Russian assets has limited funds to fund its ongoing operations, and due to international financial sanctions against Russia, the company is unable to transfer any further funds to this subsidiary. The company plans that if the sale of the Majority Interest under the SPA is not completed, the Russian Subsidiary will not be able to meet its debts as they come due and would be bankrupt, resulting in the loss of the interest of the Company in the Russian Assets Majority Interest Pursuant to the proceeds of the SPA, the Company anticipates that within the expected timeframe for the closing of the RTO, the Company would cease to hold its interest in the Russian Assets, and the aforementioned condition precedent to the fulfillment of the RTO would be satisfied.

As announced in the Company’s press release dated May 24, 2022, given that two of the Buyers, Sergei Stefanovich and Vladimir Pakhomov, are also directors of the Company, the Disposal will constitute a related party transaction in accordance with the Multilateral Instrument 61-101 – Protection of minority shareholders in special transactions (“MI 61-101“). As disclosed in the Company’s management information circular dated July 22, 2022 (the “Information circular“) for the Company’s next general meeting of shareholders on August 26, 2022 (the “Shareholders’ meeting“), in accordance with NI 61-101, the company will seek shareholder approval of the provision at the meeting, excluding votes on the shares held by the purchasers. In this regard, the company provides additional information regarding the negotiation In discussions regarding the RTO with the management of Invenir and Skyfire, they indicated that due to international financial sanctions against Russia, they did not want the Company to have any connection with the Russian assets after the completion of the RTO, and therefore it shall be a condition precedent to the completion of the RTO that immediately after or prior to the completion of the RTO, the Russian assets be divested. Company (the “Plank“) on April 8, 2022, the Board discussed various options for the disposal of the Russian assets. It was determined, based on the Company’s past unsuccessful attempts to seek buyers or joint venture partners in respect of the Russian assets, and the effects of international sanctions against Russia, that it was unlikely, if not impossible, that the Company would be able to sell the Russian assets to an arm’s length party before the Russian subsidiary could no longer support to its needs and go bankrupt Potential sale of the Russian assets to the buyers Sergei Stefanovich and Vladimir Pakhomov then proposed the terms of the disposal to the Board, which met again on April 11, 2022, with Sergei Stefanovich abstaining and Vladimir Pakhomov, and endorsed both the RTO and the layout.

RTO Update

The Company advises that it is in the process of settling the terms of the definitive binding agreement regarding the RTO, and will make a further announcement once this process is complete.

Orsu common stock is expected to remain suspended until all necessary filings relating to the RTO have been accepted by the relevant regulatory authorities.

ON BEHALF OF COUNCIL

Sergei Stefanovich
General director

For more information, please contact:

Doris Meyer, at 1-604-536-2711 ext. 3 or by email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the RTO is subject to a number of conditions, including but not limited to Exchange’s acceptance of the RTO. The RTO may not close until the required regulatory approval has been obtained with respect to the applicable matters. There can be no assurance that the RTO or Provision will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the Company’s filing statement to be prepared in connection with the RTO, any information published or received regarding the RTO may not be accurate or complete and should not be relied upon. Trading in Orsu’s securities should be considered highly speculative.

The Exchange has in no way passed on the merits of the RTO and has neither approved nor disapproved of the contents of this press release. Neither the Bourse nor the Market Regulator (as that term is defined in the policies of the Bourse) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information:

This press release may contain “forward-looking information” (as that term is defined under Canadian securities laws) regarding the business of the Company. Forward-looking information in this press release includes, but is not limited to, statements regarding the RTO and the divestiture of the company’s existing Russian assets. Forward-looking information is based on certain key expectations and assumptions made by the Company’s management, including future plans for exploration and development of its mineral properties. Although the Company believes that such expectations and assumptions are reasonable, investors should not place undue reliance on such forward-looking information, as the Company cannot guarantee that it will prove to be accurate. The forward-looking statements contained in this press release are subject to a number of risks and uncertainties. Actual results may differ materially from the results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include the fact that the RTO or the Provision does not terminate. Accordingly, actual events may differ materially from those projected in the forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intention or obligation to publicly update any forward-looking information (whether as a result of new information, future events or results, or otherwise) other than as required by applicable securities laws. .

THE SOURCE: Orsu Metals Corporation

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