Proposed acquisition -11-
30 Juillet 2010 - 7:33PM
UK Regulatory
| "US", "USA" or | the United States of America, its |
| "United States" | territories and possessions, any |
| | state of the United States of |
| | America and the District of |
| | Columbia and all other areas |
| | subject to its jurisdiction |
+----------------------+-------------------------------------+
| "US$", "$" or | the United States currency unit |
| "United States | |
| Dollars" | |
+----------------------+-------------------------------------+
| "VAT" | UK value added tax |
+----------------------+-------------------------------------+
| "Vatukoula Gold | Vatukoula Gold Mines plc, a company |
| Mines" or "VGM" | admitted to trading on AIM (ticker |
| | symbol VGM) |
+----------------------+-------------------------------------+
| "VGG" | Viso Gero Global Inc |
+----------------------+-------------------------------------+
| "Voting Record Time" | 6:00 pm on the day which is two |
| | days before the date of the Court |
| | Meeting, or if the Court Meeting is |
| | adjourned, 48 hours before the time |
| | set for any such adjourned meeting |
+----------------------+-------------------------------------+
Exchange rates
Unless otherwise stated an exchange rate for the conversion from US dollars to
pounds sterling has been used being the closing spot rate of 1.5601 on 28 July
2010 (being the last practicable date prior to the printing of this Document).
Appendix 3
ADMISSION STATISTICS
+------------------------------------------------+---------------+
| | |
+------------------------------------------------+---------------+
| | |
+------------------------------------------------+---------------+
| Number of Existing Ordinary Shares in issue | 898,087,976 |
| prior to the Acquisition | |
+------------------------------------------------+---------------+
| Number of Consideration Shares to be issued | up to |
| and allotted pursuant to the Acquisition | 750,000,000* |
+------------------------------------------------+---------------+
| Number of Ordinary Shares in issue immediately | 1,646,586,957 |
| following completion of the Acquisition and | |
| Admission | |
+------------------------------------------------+---------------+
| Consideration Shares as a percentage of the | 45.51% |
| Enlarged Share Capital | |
+------------------------------------------------+---------------+
| Market capitalisation of the Company following | GBP16,465,870 |
| completion of the Acquisition (at the Purchase | |
| Price) | |
+------------------------------------------------+---------------+
| Number of outstanding options over Ordinary | 186,300,000 |
| Shares on Admission | |
+------------------------------------------------+---------------+
| AIM symbol (on Admission) | OTC |
+------------------------------------------------+---------------+
| International Security Identification Number | VGG8755P1071 |
| ("ISIN") | |
+------------------------------------------------+---------------+
| | |
+------------------------------------------------+---------------+
* This includes 1,501,019 Ordinary Shares to be issued on exercise of certain
warrants over shares in Ortac. All the other numbers on this page do not assume
the exercise of that warrant.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+--------------------------------------------+------------------+
| | |
+--------------------------------------------+------------------+
| Publication of this Document | 30 July 2010 |
+--------------------------------------------+------------------+
| Latest time and date for receipt of Forms | 10 a.m. on 16 |
| of Instruction | August 2010 |
+--------------------------------------------+------------------+
| Latest time and date for receipt of Forms | 10 a.m. on 17 |
| of Proxy | August 2010 |
+--------------------------------------------+------------------+
| General Meeting | 10 a.m. on 19 |
| | August 2010 |
+--------------------------------------------+------------------+
| Effective Date of the Scheme | 15 September |
| | 2010 |
+--------------------------------------------+------------------+
| Admission of the Enlarged Share Capital | 15 September |
| and dealings expected to commence on AIM | 2010 |
+--------------------------------------------+------------------+
| CREST accounts credited by | 15 September |
| | 2010 |
+--------------------------------------------+------------------+
| Despatch of definitive certificates by | 30 September |
| | 2010 |
+--------------------------------------------+------------------+
Unless expressly stated otherwise, all future times and dates referred to in
this Document are subject to change at the discretion of the Company and
Beaumont Cornish Limited and shall be BST.
Appendix 4
ACCOUNTANTS' REPORT ON TEMPLAR MINERALS LTD's ACCOUNTS FOR THE 9 MONTHS ENDED 31
MARCH 2010
Templar Minerals Ltd
Ogier House
St Julian's Avenue
St Peter Port
Guernsey
GY1 1WA
Beaumont Cornish Ltd
2nd Floor, Bowman House
29 Wilson Street
London
EC2M 2 SJ
30 July 2010
Dear Sirs,
TEMPLAR MINERALS LTD ("TEMPLAR" OR THE "COMPANY") AND ITS SUBSIDIARIES
(TOGETHER THE "GROUP")
Introduction
We report on the financial information set out in Part IV Section A(ii) which
has been prepared for inclusion in the Admission Document dated 30 July 2010 of
the Company (the "Admission Document") on the basis of the accounting policies
set out in the financial information. This report is required by Schedule Two
to the AIM Rules for Companies and is given for the purpose of complying with
the AIM Rules for Companies and for no other purpose.
Responsibility
As described in Part IV Section A(ii) of the Admission Document, the Directors
of the Company are responsible for the preparation of the financial information
on the basis set out in Note 1 of the financial information and in accordance
with applicable International Financial Reporting Standards as adopted by the
EU.
It is our responsibility to form an opinion on the financial information as to
whether the financial information gives a true and fair view, for the purposes
of the Admission Document, and to report our opinion to you.
The financial information has been based on the audited financial statements of
the Group for the periods ending 31 March 2008, and 30 June 2009, to which no
adjustments were considered necessary, and the financial records of the Group
for the period ending 31 March 2010.
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting
issued by the Auditing Practices Board in the United Kingdom. Our work included
an assessment of evidence relevant to the amounts and disclosures in the
financial information. It also included an assessment of significant estimates
and judgements made by those responsible for the preparation of the financial
statements underlying the financial information and whether the accounting
policies are appropriate to the entity's circumstances, consistently applied and
adequately disclosed.
We planned and performed our work so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial information
is free from material misstatement whether caused by fraud or other irregularity
or error.
Opinion
In our opinion, the financial information gives, for the purposes of the
Admission Document, a true and fair view of the state of affairs of the Group as
at the dates stated and of its results for the periods then ended in accordance
with the basis of preparation set out in Note 1 to the financial information and
has been prepared in accordance with applicable International Financial
Reporting Standards as adopted by the EU as described in Part IV Section A(ii).
Declaration
For the purposes of Schedule Two to the AIM Rules for Companies, we are
responsible for this report as part of the Admission Document and declare that
we have taken all reasonable care to ensure that the information contained in
this report is, to the best of our knowledge, in accordance with the facts and
contains no omission likely to affect its import. This declaration is included
in the Admission Document in compliance with Schedule Two to the AIM Rules for
Companies.
Yours faithfully,
Chapman Davis LLP
Chartered Accountants
ACCOUNTANTS' REPORT ON THE GROUP'S PRO-FORMA NET ASSETS STATEMENT AS AT 31 MARCH
2010
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