All Star Minerals - Notice of General Meeting and Posting of Circular
RNS Number : 8920O
All Star Minerals PLC
15 June 2022

15 June 2022


All Star Minerals Plc

("All Star" or the "Company")


Notice of General Meeting and Posting of Circular


All Star (AQSE:ASMO), a Mining Investing Company listed on the AQSE Stock Exchange, announces that, following the Company's announcement on 21 April 2022 regarding its intention to change its name to Marula Mining Plc, it is today sending a circular (the "Circular") and a notice convening a general meeting of the Company to be held at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY at 10.00 a.m. BST on 1 July 2022 ("General Meeting"). The Circular will include details of both the proposed name change and a proposed share capital reorganisation ("Share Capital Reorganisation"). A form of proxy will accompany the Circular.

A copy of the Circular will shortly be available to download from the Company's website at:  

The proposed change of name and the Share Capital Reorganisation requires shareholders to pass two special resolutions at the General Meeting ("Resolutions").

The directors of the Company believe that the change of name better reflects the Company's updated strategic objectives and increased focus on delivering on its strategy of investing in, and developing, mining assets, as reflected in the recent investments in two mining projects in Zambia and South Africa.


The directors also consider that the proposed Share Capital Reorganisation could improve market liquidity, making trading in the shares more attractive to a wider range of investors.


Jason Brewer, CEO, commented:

"Having achieved the first significant milestone in the Company's updated strategy, the successful completion of the due diligence programmes at both the Blesberg Lithium Project, and the Nkombwa Hill Project and subsequently proceeding with our investment in the Projects, it is important that we finalise the change of name to Marula Mining to further reflect this transformation.

"As we look to add further value at our new, exciting portfolio of green transition metals assets, we also continue to consider, in line with our strategy, investment in, and development of, further mining assets.

"The Marula Tree is one of the largest indigenous trees and is found throughout Africa and is known as the "King of African Trees".

"Further to this, having strongly evaluated the proposed Share Capital Reorganisation, we concluded that this is an effective way of attracting new shareholders and adding further value to the Company.

"With the new chapter of the Company well under way, I am even more optimistic for the future of our Company, and I look forward to delivering more exciting updates in due course."


Further details in relation to the Share Capital Reorganisation


The Company is seeking shareholder approval for a simplification of its share capital structure through a Share Capital Reorganisation. The Board is proposing:

·       to consolidate every 100 ordinary shares of 0.01 pence each ("Existing Ordinary Shares") in issue at 6.00 pm on 1 July 2022 into 1 ordinary share of 1 penny (a "Consolidated Share") (the "Consolidation"); and

·       to subdivide each Consolidated Share into 1 ordinary share of 0.01 pence ("New Ordinary Share") and 1 deferred share of 0.99 pence ("Deferred Share") (the "Subdivision").

The New Ordinary Shares will have the same rights and be subject to the same restrictions as the Existing Ordinary Shares. The Deferred Shares will have limited rights and will effectively carry no value, and will not be admitted to trading on AQSE.


Subject to the Resolutions being passed, dealings in the Existing Ordinary Shares will cease at the close of business on the date of the General Meeting. Readmission and dealings in the New Ordinary Shares are expected to take place and dealings expected to commence at 8.00 a.m. on 4 July 2022. Following the Share Capital Reorganisation, the Company's new ISIN will be GB00BNBS4S95 and its new SEDOL will be BNBS4S9.


Holders of fewer than 100 Existing Ordinary Shares will not be entitled to receive any Consolidated Shares following the Consolidation. Any fractional entitlements arising from the Consolidation will be aggregated and sold in the market and the net proceeds will be distributed in due proportion among the members save that, where the net proceeds of such sale are less than £2.00, the net proceeds of such sale will be retained for the benefit of the Company.


Allotment authority


The Board is also seeking authority at the General Meeting to allot equity securities up to a maximum aggregate nominal value of £8,500 and to disapply pre-emption rights in respect of the shares authorised to be so allotted, in substitution for its existing allotment authority.


Expected Timetable of Principal Events



Publication of this Circular


15 June

Latest time and date for receipt of Form of Proxy


10.00 a.m. on 29 June

Record time and date for implementation of the Share Capital Reorganisation


6:00 p.m. on 1 July    

Time and date of General Meeting


10.00 a.m. on 1 July

Announcement of results of General Meeting


Following General Meeting on 1 July

Readmission effective and dealings in New Ordinary Shares expected to commence


8.00 a.m. on 4 July

Crediting of CREST accounts


4 July

Despatch of definitive share certificates in respect of New Ordinary Shares in certificated form


by 18 July

1.       The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.

2.       All references to times are to London times unless otherwise stated.



The directors of All Star are responsible for the content of this announcement.

This announcement contains inside information for the purposes of UK Market Abuse Regulation, and has been arranged for release by Jason Brewer, Chief Executive Officer of the Company.



All Star Minerals Plc

Jason Brewer, Chief Executive Officer


Contact via BlytheRay, Financial PR and IR (details below)



AQSE Corporate Adviser

Cairn Financial Advisers LLP

Liam Murray / Ludovico Lazzaretti



+44 (0)20 7213 0880

Financial PR and IR


Tim Blythe / Megan Ray


+44 (0)20 7138 3204



Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

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