ochre-ece mou: company maker, page-36

Added the agreement between ABM and Ochre on the 26 May 2009. In relation to the chart in the last post, I was talking about the positive affect between June to October 2009. The last few months haven't quite been as positive. Like to also point out I'm not expecting quite the same rise 7 cents, as ECE has few more shares on issue than ABM Resources.


ASX ANNOUNCEMENT / MEDIA RELEASE
SUBSCRIPTION AGREEMENT SIGNED WITH
OCHRE HOLDINGS PTY LTD

The directors of ABM Resources (ABM) are pleased to announce that the Memorandum of Understanding reached with Ochre Holdings Pty Ltd ("Ochre"), announced on 26 May 2009, has been replaced by a binding Subscription Agreement (Agreement).

The matters of the remuneration and incentive package for Ochre will be put to shareholders at a General Meeting, to be called as soon as possible. The ABM Board has commissioned an independent expert to prepare an assessment of the terms of the Agreement in terms of it being fair and or reasonable.

The main terms of the Agreement are as follows:
The obligations of ABM and Ochre are subject to and conditional on:

ABM obtaining the relevant shareholder and regulatory approvals;

Ochre introducing to ABM at least one project of major significance which is successfully acquired by ABM on terms that are acceptable to ABM in its absolute discretion, within the earlier of one month of the next shareholder meeting and 30 September 2009;

Ochre successfully securing funding for the project(s) and any other projects arising under this Agreement, on terms acceptable to ABM in its absolute discretion;

Ochre arranging for debt or equity finance to adequately capitalise ABM to meet its objectives including commitment to finance any required infrastructure facilities;

ABM Shares trading at or above a minimum volume weighted average price (VWAP) on the ASX of $0.02 over 20 consecutive trading days;

the terms of the options issued pursuant to the Agreement being approved by ASX as a new class of securities; and

the implementation of an experienced management team and new Board appointments, to be lead by Dr Nick Archibald, acceptable to ABM at its absolute discretion.

Ochre agrees to:
secure acceptable projects or assets for ABM for a period of 3 years at no additional cost to ABM; and

undertake that any projects or assets that it sources shall be offered to ABM before they are offered to any third party.

ABM agrees to:
rationalise its portfolio of African assets;

convene a general meeting of its shareholders as soon as practicable;

engage an independent expert to provide an opinion as to whether the issue of the securities, that are subject of the Agreement, to Ochre is fair and reasonable to shareholders of ABM;

seek ASX approval of the terms of the options pursuant to the Agreement; and

appoint Dr Nick Archibald and two other proposed directors nominated by him to the board of ABM.