TIDMLEX
RNS Number : 4202F
Lexington Gold Limited
10 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON
SHARES OF LEXINGTON GOLD LTD IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO . 596/2014 ( " MAR ")
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 , as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019 . MARKET SOUNDINGS, AS
DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE
INFORMATION, AS PERMITTED BY MAR . UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN .
10 July 2023
Lexington Gold Ltd
("Lexington Gold" or the "Company")
GBP 2.5 million Equity Fundraise and Conversion of Loans
Lexington Gold (AIM: LEX), the gold exploration and development
company with projects in North and South Carolina, USA, is pleased
to announce that the Company has raised, in aggregate, gross
proceeds of approximately GBP2.5m from certain existing and new
investors to, inter alia, unlock value from its proposed
conditional acquisition of a 76 per cent. interest in White Rivers
Exploration Proprietary Limited ("WRE"), an exploration and
development company with significant gold assets in South Africa
(the "Proposed WRE Transaction"), full details of which were
announced on 15 May 2023. In addition, outstanding loans of
US$150,000 due to the Company's Chairman, Edward Nealon, and
GBP300,000 due to Mark Creasy (together, in both instances, with
accrued interest thereon) have been settled in new equity on the
same terms as the fundraising (the "Loan Conversion Shares") in
order to conserve the Company's working capital.
Fundraising : The Company has raised, in aggregate, gross
proceeds of GBP2,516,300 (the "Fundraising") at a price of 6 pence
(the "Fundraising Price") per common share of US$0.003 each in the
capital of the Company ("Common Shares " ) from the issue of, in
aggregate, 41,938,334 new Common Shares (the "Fundraising Shares")
conditional upon admission of such Fundraising Shares to trading on
AIM ("Admission"). The Fundraising comprises a placing of
17,188,334 new Common Shares (the "Placing Shares") to raise
GBP1,031,300 at the Fundraising Price (the "Placing"), via the
Company's joint brokers, Peterhouse Capital Limited and WH Ireland
Limited, and share subscriptions for, in aggregate, 24,750,000 new
Common Shares at the Fundraising Price to raise GBP1,485,000 (the
"Share Subscriptions"). The Share Subscriptions include a
subscription of GBP100,000 by Edward Nealon, Lexington Gold's
Chairman, for 1,666,667 Fundraising Shares, representing
approximately 4 per cent. of the total Fundraising amount.
Use of Proceeds : The Board believes that a multi-million ounce
JORC 2012/SAMREC compliant Mineral Resource Estimate (" MRE ") can
be established in respect of WRE's existing asset portfolio, such
that the net proceeds from the Fundraising are intended to be used
primarily in relation to the following activities, as well as
providing additional general working capital for the group:
-- Undertaking detailed analysis and modelling of the existing
WRE geological database and extensive drilling data set;
-- Establishing and implementing the requisite work required to
initiate conversion of WRE's current non-JORC/non-SAMREC compliant
Mineral Resources into a code compliant MRE including verification
and duplication drilling, as appropriate, as well as the
re-sampling and assaying of historical drill core, where
possible;
-- Preparation work on comprehensive independent competent
person's reports in respect of WRE's projects;
-- Unlocking value from the Jelani Resources JV by engaging and
working closely with Harmony Gold with the aim of progressing this
project into potential future gold production; and
-- Continuation of planned further work on the Company's
projects in the Carolinas, USA, including in particular potential
drilling of the drill ready targets identified at the
Jennings-Pioneer Project.
Edward Nealon, Non-Executive Chairman of Lexington Gold,
commented :
"The level of interest shown and support received during our
fundraising process has been most encouraging , particularly in
light of the current difficult market conditions, and we are
delighted to have been able to raise this additional funding at a
premium to the Company's prevailing market share price. The
majority of the Fundraising has been sourced from existing
shareholders , who have continued to support the Company's growth
and development. We firmly believe that a multi-million ounce JORC
2012 /SAMREC compliant MRE can be established in respect of WRE's
existing asset portfolio and the new funds will help us progress
this key objective, unlock value from WRE 's assets and also
continue our work in the USA.
" We again thank our existing shareholders for their continued
support and welcome our new investors to the register . We look
forward to providing further updates on the proposed acquisition
and our operational progress in due course ."
Further Details of the Fundraising : Pursuant to the Fundraising
, in aggregate, 41,938,334 Fundraising Shares will be issued at the
Fundraising Price to a director of the Company, certain existing
shareholders and certain new investors conditional upon Admission.
The Fundraising Price represents a premium of approximately 2.0 per
cent. to the closing middle market price of a Common Share of 5.9
pence on 7 July 2023, being the latest practicable business day
prior to this announcement. The Company is also issuing warrants to
the Fundraising participants to subscribe for up to a further
41,938,334 new Common Shares which are exercisable at 10 pence per
share (representing an approximate 67% premium to the Fundraising
Price) for an exercise period of three years from Admission (the
"Fundraising Warrants"). The Company is currently assessing whether
such warrants can be held in CREST. It is the Company's current
intention that the warrants to be issued, could be held in either
certificated form or within CREST and the Company will update
investors in the Fundraising accordingly in due course.
The Fundraising Shares represent, in aggregate, approximately
12.6 per cent. of the Company's enlarged issued share capital (as
enlarged by the issue of the Fundraising Shares and the Loan
Conversion Shares). The Fundraising Shares and Loan Conversion
Shares will be fully paid and rank pari passu in all respects with
the Company's existing Common Shares.
Loan Conversion Shares : The Company has agreed to settle, in
aggregate, GBP423,518 of outstanding Loans including accrued
interest on the same terms as the Fundraising by way of the issue
of 7,058,639 new Common Shares and 7,058,639 warrants with the same
terms as the Fundraising Warrants. GBP120,061 of this amount was
due to Edward Nealon, the Company's Chairman, in relation to his
US$150,000 loan to the Company announced on 14 March 2023 which
will be settled by the issue of 2,001,024 new Common Shares and
2,001,024 warrants with the same terms as the Fundraising Warrants.
The remaining GBP303,457 was due to Mark Creasy in relation to his
GBP300,000 loan to the Company which was announced on 15 May 2023
which will be settled by the issue of 5,057,615 new Common Shares
and 5,057,615 warrants with the same terms as the Fundraising
Warrants.
The table below shows Mr Nealon's resultant shareholding in the
Company and his percentage holding of the Company's total voting
rights (TVR) at Admission :
Common Shares
------------------------------------------------------
Current Fundraising Loan Conversion Resultant % of TVR
Director holding Shares Shares holding at Admission
----------------- ---------- ------------ ---------------- ---------- --------------
Edward Nealon
(Non-Executive 11,583,
Chairman ) 7,916,145 1,666,667 2, 001,024 836 3.49%
Related Party Transaction - Director Participation : As Edward
Nealon is a director of the Company, his participation in the
Fundraising and the issue of the Loan Conversion Shares and
associated warrants to him constitute related party transactions
pursuant to Rule 13 of the AIM Rules for Companies. Accordingly,
the independent directors, being Bernard Olivier, Melissa Sturgess
and Rhod Grivas, having consulted with the Company's Nominated
Adviser, Strand Hanson Limited, consider Mr Nealon's participation
in the Fundraising and issue to him of the Loan Conversion Shares
and associated warrants to be fair and reasonable insofar as the
Company's shareholders are concerned.
Related Party Transactions - Substantial Shareholder
Participations : The participation in the Share Subscriptions by
certain of the Company's existing substantial shareholders, namely
Pure Ice Ltd, Orasa Chiaratanasen and Mark Mitchel Greenwood, also
constitute related party transactions pursuant to Rule 13 of the
AIM Rules for Companies. Accordingly, the Board, having consulted
with the Company's Nominated Adviser, Strand Hanson Limited,
consider such participations to be fair and reasonable insofar as
the Company's shareholders are concerned.
Application to trading on AIM : The Fundraising is conditional
on Admission. Application will be made to the London Stock Exchange
for the 41,938,334 Fundraising Shares and 7, 058,639 Loan
Conversion Shares (together, the " New Common Shares " ) to be
admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the New Common Shares will
commence at 8.00 a.m. on or around 20 July 2023.
Total Voting Rights : On Admission, the number of Common Shares
in issue outside treasury and the total voting rights in the
Company will be 332,098,975. This figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, Lexington Gold under
the notification provisions incorporated in the Company's
Bye-laws.
Additional Information : The table below shows the resultant
shareholdings of the substantial shareholders who participated in
the Fundraising and their percentage holdings of total voting
rights (TVR) in the Company at Admission.
Common Shares
------------------------------------------------
Current Fundraising Resultant % of TVR
Shareholder holding Shares holding at Admission
----------------------------------- ----------------- ------------- -------------- --------------
Pure Ice Ltd 65,810,946 13,333,333 79,144,279 23.83%
Orasa (a.k.a Doris) Chiaratanasen 42,349,200 7,500,000 49,849,200 15.01%
Mark Greenwood 33,794,999 916,667 34,711,666 10.45%
Unless otherwise defined herein, all capitalised terms in this
announcement shall have the meanings ascribed to them in the
Company's announcement of 15 May 2023.
For further information, please contact :
Lexington Gold Ltd www.lexingtongold.co.uk
Bernard Olivier (Chief Executive Officer) via Yellow Jersey
Edward Nealon (Chairman)
Mike Allardice (Group Company Secretary)
Strand Hanson Limited (Nominated Adviser) www.strandhanson.co.uk
Matthew Chandler / James Bellman / Abigail T: +44 207 409 3494
Wennington
WH Ireland Limited (Joint Broker) www.whirelandplc.com
Katy Mitchell / Enzo Aliaj T: +44 207 220 1666
Peterhouse Capital Limited (Joint Broker) www.peterhousecap.com
Duncan Vasey / Lucy Williams (Broking) T: +44 207 469 0930
Eran Zucker (Corporate Finance)
Yellow Jersey PR Limited (Financial Public www.yellowjerseypr.com
Relations) T: +44 7948 758 681
Charles Goodwin / Annabelle Wills / Soraya
Jackson
Note to Editors :
Lexington Gold (AIM: LEX) is a gold exploration and development
company currently holding interests in four diverse gold projects,
covering a combined area of approximately 1,675 acres in North and
South Carolina, USA. The projects are situated in the highly
prospective Carolina Super Terrane ("CST"), which has seen
significant historic gold production and is host to several
multi-million-ounce mines operated by majors. It was also the site
of the first US gold rush in the early 1800s, before gold was
discovered in California.
Further information is available on the Company's website:
www.lexingtongold.co.uk . Neither the contents of the Company's
website nor the contents of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
PDMR Notification Form :
The notification below is being made in accordance with the requirements
of MAR. 1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Edward Nealon
----------------------- ----------------------------------------------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------------------------------------
a) Position/status Non-Executive Chairman
----------------------- ----------------------------------------------------------------------------------
b) Initial Initial notification
notification/amendment
----------------------- ----------------------------------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------------------
a) Name Lexington Gold Ltd
----------------------- ----------------------------------------------------------------------------------
b) LEI 213800ZBDLZC9TO5W864
----------------------- ----------------------------------------------------------------------------------
4. Details of the transaction(s):section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-----------------------------------------------------------------------------------------------------------
a) Description of the Common shares of US$0.003 each ("Common
Financial Shares")
instrument, type of
instrument
----------------------- ----------------------------------------------------------------------------------
Identification code BMG5479L1072
----------------------- ----------------------------------------------------------------------------------
b) Nature of the Subscription for Common Shares in
Transaction a fundraising
Settlement of a loan in Common Shares
----------------------- ----------------------------------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Fundraising shares 6 pence 1,666,667
-------------------- ---------------------
Loan Settlement Shares 6 pence 2,001,024
-------------------- ---------------------
----------------------- ----------------------------------------------------------------------------------
d) Aggregated information
Aggregated volume 3,667,691 Common Shares at 6 pence
Price
----------------------- ----------------------------------------------------------------------------------
e) Date of the 7 July 2023
transaction
----------------------- ----------------------------------------------------------------------------------
f) Place of the Outside of an exchange
transaction
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