TIDMNRRP
RNS Number : 0282Z
North River Resources Plc
15 September 2015
North River Resources plc / Ticker: NRRP / Index: AIM / Sector:
Mining
15 September 2015
North River Resources plc ("North River" or the "Company")
Fully Underwritten Open Offer and Placing
North River Resources, the AIM quoted resource company focused
on the Namib Project Lead-Zinc Project ('Namib Project') in
Namibia, provides an update, further to the announcements made on
11 and 28 August 2015, in respect to its proposed near term
financing plan to raise US$4.0 million ('Phase One Fundraising')
with the launch today of a fully underwritten open offer and
placing ("Open Offer and Placing"). The Open Offer and Placing will
raise US$2.8 million in addition to the US$1.2million already
advanced by Greenstone Resources L.P. ("Greenstone") to the Company
following the general meeting of the Company of 28 August 2015.
Subject to the satisfaction or waiver of certain conditions (as
more fully detailed in the Circular, as defined below), the Open
Offer and Placing are fully underwritten by Greenstone and will
bring the total raised under the Phase One Fundraising to US$4.0
million, which will be used to progress the Company's flagship
Namib Project to a construction decision.
A document setting out details of, and the terms relating to,
the Open Offer and Placing, as well as risk factors and certain
additional information (the "Circular") is being posted to certain
Eligible Shareholders today and is also available to view on the
Company's website www.northriverresources.com.
Unless defined herein, capitalised terms used in this
announcement shall have the meaning attributed to them in the
Circular (and as set out in Appendix III to this announcement).
Highlights
-- Launch of Fully Underwritten Open Offer and Placing:
o Open Offer to all Eligible Shareholders at 0.2 pence per
Ordinary Share to raise US$2.8 million.
o 2 Open Offer Shares for every 3 Existing Ordinary Shares
held.
o In the event that the Open Offer does not raise the full
US$2.8 million, the Directors have entered into the Placing
Agreement with the Company's broker, RFC Ambrian Limited, to place
the balance of Open Offer Shares, at no less than 0.2 pence per
share, to raise the total amount of US$2.8 million (under the Open
Offer and the Placing).
o Certain of the Directors have committed to subscribe for, in
aggregate, approximately GBP135,000 of shares in the Placing.
o Circular being posted today to Eligible Shareholders (and also
made available on the Company's website) with details on how to
subscribe for the Open Offer.
o Greenstone as cornerstone shareholder has conditionally
undertaken to subscribe or underwrite the full US$2.8m Open Offer
and Placing under the Underwriting Facility.
-- Issue of Convertible Loan Notes to Greenstone:
o Following receipt of Shareholder approval at the general
meeting of the Company held on 28 August 2015, Greenstone was
issued US$1.2 million of Convertible Loan Notes.
o Assuming the Open Offer and the Placing raise, in aggregate,
US$2.8 million, Greenstone will convert its entire holding of
Convertible Loan Notes into Ordinary Shares and there will be no
drawdown under the Underwriting Facility.
-- Phase One Fundraising requirement of US$4.0 million will
enable the Company to continue to work towards delivering an
economically and operationally robust project ahead of
construction. Work programmes employing Phase One Fundraising will
include:
o Initial Front End Engineering & Design ('FEED')
o Early development of the Namib Project North decline
o Sourcing of plant and equipment
o On-going underground development programme required to
establish access for the next phase of resource expansion
drilling
o Recruitment of technical and operational staff at the Namib
Project.
North River Chief Executive Officer James Beams said, "Thanks to
the support received from shareholders for the Placing and Open
Offer, we are pleased to commence this process which will see
institutions, private investors and the Company's directors aligned
in our goal of delivering a robust, construction-ready lead-zinc
project in Namibia. We look forward to completing this raising and
updating shareholders accordingly."
For further information please visit www.northriverresources.com
or contact:
James Beams North River Resources Tel: +44 (0) 20 7025
Plc 7047
Andrew Emmott/ Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer 3494
Jonathan Williams/ RFC Ambrian Limited Tel: +44 (0) 20 3440
Kim Eckhof 6800
Elisabeth Cowell/ St Brides Partners Tel: +44 (0) 20 7236
Limited 1177
Lottie Brocklehurst
Introduction
The Company announced on 22 July 2015 plans for two stages of
fundraising. The first would provide working capital to enable
ongoing development of the Namib Project through to the point at
which a decision can be taken to commence construction of the mine.
The second would be to fund construction of the mine and would
represent the larger proportion of the total estimated requirement
of US$25-30 million.
On 11 August 2015, the Company announced further details of its
plans for the first stage of that fundraising, being a total amount
of US$4.0 million, comprising an initial US$1.2 million in
convertible loan notes (the "Tranche One Notes") to be placed with
Greenstone, and an open offer and placing, open to all Eligible
Shareholders, to raise the balance of US$2.8 million. The full
further amount of US$2.8 million is conditionally underwritten by
Greenstone (the "Underwriting Facility" and the Tranche One Notes,
together with the Underwriting Facility, constitute the "Greenstone
Placing").
Following the approval of the resolution put to Shareholders at
the general meeting of the Company held on 28 August 2015 (the "GM
Resolution"), the Tranche One Notes were issued to Greenstone on 8
September 2015 for a total amount of US$1.2 million (before
expenses).
The Board is grateful for the continued support received from
Shareholders with the passing of the GM Resolution and is now
pleased to offer all Eligible Shareholders the opportunity to
participate in the issue of new equity in the Company by making the
Open Offer to all Eligible Shareholders at 0.2 pence per share (the
"Issue Price"). The Issue Price is at a discount of approximately
2.4 per cent. to the closing mid-market price on 14 September 2015,
being the last trading day before the date of this Circular, and a
discount of approximately 1.3 per cent. to the volume weighted
average price (the "VWAP") from 11 August 2015 to 14 September
2015. The VWAP period reflects the trading period since the
announcement of the Greenstone Placing.
The Board now wishes to proceed with raising the balance of
approximately GBP1.8 million (US$2.8 million) pursuant to the Open
Offer and Placing, such that (when combined with amounts received
by the Company pursuant to the Greenstone Placing), the total gross
amount to be raised under the Open Offer, the Placing and the
Greenstone Placing shall be US$4.0 million (approximately GBP2.6
million), representing the amount anticipated as being required by
the Company for the Phase One Fundraising.
Eligible Shareholders are being given the opportunity to
subscribe for their Open Offer Entitlements at the Issue Price
payable in full on application and free of all expenses, pro rata
to their existing shareholdings on the basis of:
2 Open Offer Shares for every 3 Existing Ordinary Shares
held at the Record Date. Open Offer Entitlements will be rounded
down to the nearest whole number of shares and fractional
entitlements which would have otherwise arisen will not be issued.
As stated above, Greenstone has already advanced the full US$1.2
million under the Tranche One Notes as part of the Phase One
Fundraising. Assuming the Open Offer and the Placing proceed to
raise the full US$2.8 million, in aggregate, from Eligible
Shareholders and investors (respectively) other than Greenstone,
there will be no drawdown under the Underwriting Facility and the
Tranche One Notes will be converted fully at the Issue Price such
that Greenstone will hold approximately 29.76 per cent. of the
Issued Share Capital following the Open Offer and the Placing and
no Convertible Loan Notes will be outstanding following such
conversion).
In order that other Eligible Shareholders do not suffer dilution
as a consequence of the proposed conversion of the Tranche One
Notes following the close of the Open Offer and Placing, Greenstone
has undertaken and agreed to be excluded from the Open Offer
subject to its rights and obligations under the Underwriting
Facility (and, in addition, has been deemed ineligible to
participate in the Open Offer by virtue of the jurisdiction of its
holding). Consequently, entitlements under the Open Offer are
calculated excluding Greenstone's shareholding, and the take-up by
Eligible Shareholders of their pro rata entitlements under the Open
Offer will lead to such Eligible Shareholders' interest in the
Company not being diluted.
Furthermore, Eligible Shareholders have the opportunity to apply
for additional Open Offer Shares under the Excess Applications
Facility (further details of the Excess Applications Facility are
set out in later in this announcement and the Circular).
(MORE TO FOLLOW) Dow Jones Newswires
September 15, 2015 02:00 ET (06:00 GMT)
In the event that the Open Offer is not fully subscribed
following subscriptions by Eligible Shareholders of their Open
Offer Entitlements and subscriptions under the Excess Applications
Facility, the Directors have reserved the right to place the
balance of the Open Offer Shares, at not less than the Issue Price,
in order to raise a total amount of US$2.8 million under the Open
Offer and Placing (totalling, when aggregated with amounts already
received from Greenstone pursuant to the Greenstone Placing, US$4.0
million, being the total amount anticipated as being required by
the Company for the Phase One Fundraising). Consequently, the
Company has entered into the Placing Agreement with RFC Ambrian,
pursuant to which RFC Ambrian has conditionally agreed that it will
use its reasonable endeavours to procure subscribers for the
Placing Shares following the close of the Open Offer. Further
details of the Placing Agreement are set out in Part III of the
Circular. The Placing will include a commitment in respect of
66,813,472 Placing Shares, being GBP133,627, subscribed by certain
Directors, which further demonstrates the Board's commitment to,
and belief in, the Company and its prospects. The breakdown of this
commitment is set out below:
No. of Ordinary
Director Shares Commitment (GBP)
Brett Richards 3,238,342 GBP6,477
Keith Marshall 10,000,000 GBP20,000
James Beams 48,575,130 GBP97,150
Ken Sangster 5,000,000 GBP10,000
66,813,472 GBP133,627
=================== =================
There is no guarantee that, in the event the Open Offer is not
fully subscribed, such shortfall will be taken up under the
Placing. Consequently, if the Open Offer and Placing do not raise
the full US$2.8 million, in aggregate, the Company would be obliged
to draw down such shortfall under Underwriting Facility in order
that it raises, in aggregate, US$4.0 million (approximately GBP2.6
million), representing the amount anticipated as being required by
the Company for the Phase One Fundraising. Furthermore, the Tranche
One Notes would not be fully converted into new Ordinary
Shares.
The Underwriting Facility is subject to satisfaction or waiver
of the Conditions.
It is anticipated that Admission of the New Ordinary Shares, the
Placing Shares and the New Greenstone Shares (if any) will become
effective and that dealings will commence in these new Ordinary
Shares (if any) by 8.00 a.m. on 7 October 2015.
Background to and reasons for the Open Offer and the Placing
As set out in the Company's announcement dated 22 July 2015, and
the GM Circular, it was originally anticipated that part of the
funding requirement to develop the Namib Project would be met from
the remainder of the conditional commitments from Greenstone as set
out in the investment agreement dated 3 July 2014 (the "2014
Investment Agreement"). The Company received two funding tranches
from Greenstone, amounting to a total of US$6.0 million pursuant to
the 2014 Investment Agreement. Greenstone's obligation to advance
the remaining third and fourth tranches, totalling US$6.0 million
(the "Final Tranches"), was subject to the Company achieving a
number of project milestones.
The development timeframe for the Namib Project has changed
since the 2014 Investment Agreement was agreed. A Board review of
the definitive feasibility study ("DFS"), which was announced in
November 2014, highlighted additional work required to allow the
Board to make an informed investment decision to develop the Namib
Project. This review, and the resulting need for additional work,
resulted in a revised development timeframe. In light of the
revised development timeframe for the Namib Project, the Board
(excluding Mark Sawyer) concluded that the relevant project
milestones, including completion of the engineering design work to
the degree of accuracy required under the 2014 Investment Agreement
that would allow the Board to make an informed construction
decision, were not achievable before the long-stop date under the
2014 Investment Agreement of 4 October 2015. As a result, the
Company and Greenstone agreed to terminate the 2014 Investment
Agreement. However, Greenstone has indicated that it remains a
committed Shareholder and is supportive of the Company's
development plans for the Namib Project and the next phase of work.
The Board appreciates the commitment Greenstone has made, as a
strategic cornerstone investor to support the Phase One Fundraising
by way of the subscription for the Tranche One Notes and
Underwriting Facility.
On 25 June 2015, Shareholders voted against the resolution to
dis-apply statutory pre-emption rights at the Company's annual
general meeting. As a result the Company was constrained as it did
not have the authority to make any offer of Ordinary Shares to any
investor (whether existing Shareholders or third party investors)
without first offering such Ordinary Shares to all Shareholders, in
every jurisdiction in which any Shareholder is based, in proportion
to Shareholders' existing holdings. The Company was (and remains)
of the view, having taken appropriate advice, that the financial
and time cost of any such pre-emptive offer would be prohibitive,
and that any such fully pre-emptive offer therefore was (and
currently remains) impracticable.
The Company, having reviewed current weak commodity market
conditions and following consultation with its broker, RFC Ambrian
Limited, also determined that, in order for Eligible Shareholders
to have adequate time to participate in the Open Offer and in order
for the Company to most effectively market the issue to investors,
it would not have been appropriate to launch the Open Offer and
Placing during the summer period. As such, the decision was taken
to launch the Open Offer and the Placing in September 2015 (in
accordance with the Circular) and close the US$1.2 million
financing under the Tranche One Notes in the meantime.
Consequently, in the interim period before the Open Offer and
the Placing were launched, the Company requested Greenstone, and
Greenstone agreed, to commit to enter into the Greenstone Placing.
Following approval of the GM Resolution and satisfaction or waiver
of the Conditions insofar as they relate to the Tranche One Notes,
the Greenstone Placing secured a commitment for the immediately
required funds and provided a cash injection so that progress on
the Namib Project (as set out below) could be continued while the
Company prepared for the Open Offer and the Placing. Such
preparation included obtaining Shareholder approval to the GM
Resolution to allow the Open Offer to be made in a cost efficient
and practical manner (as set out above).
The Greenstone Placing and the launch of the Open Offer and
Placing will raise sufficient financing to see the Company through
to the end of 2015 and a construction decision in relation to the
Namib Project, assuming that the Mining Licence is issued and Phase
Two Fundraising is achieved without undue delay (it being noted
that the current Work Programme nominally assumes that the Mining
Licence will be issued on or before 31 October 2015). As at 11
September 2015, the Company has, following the approval of the GM
Resolution and issue of the Tranche One Notes, total cash resources
of approximately US$980,000 (GBP640,000), but requires additional
working capital to maintain development of the Namib Project
according to the current timetable in accordance with the Phase One
Fundraising.
As further noted above, if the Open Offer and the Placing
proceed to raise US$2.8 million, in aggregate, from Eligible
Shareholders and investors (respectively) other than Greenstone, no
drawdown under the Underwriting Facility will be required and the
Tranche One Notes will be converted fully at the Issue Price such
that Greenstone will hold approximately 29.76 per cent. of the
Issued Share Capital following the Open Offer and the Placing. No
Convertible Loan Notes will be outstanding following such
conversion.
There can, however, be no guarantee that the Open Offer and/or
the Placing will be fully subscribed, and so the Company may need
to draw-down under the Underwriting Facility in order to raise the
balance of the funds required for the Phase One Fundraising and the
Tranche One Notes may not be fully converted.
The net proceeds of the Open Offer and the Placing will be used
to progress the Namib Project, as summarised later in this
announcement and the Circular.
If the grant of the Mining Licence is delayed beyond 31 October
2015 or the Phase Two Fundraising is not completed by December
2015, the Company may require additional working capital to
continue development of the Namib Project.
Namib Project Economics Summary
On 26 November 2014, the Company published the results of the
DFS which demonstrated that the Namib Project was economically
viable based on reserves of 585,000 tonnes at 6.2% zinc, 2.9% lead
and 46ppm silver and resources of 1,250,000 tonnes of ore at 6.5%
zinc, 2.5% lead and 44ppm silver. In 2015, the Company completed
further metallurgical testwork which led to an updated process
flowsheet, optimised grind and new reagent regime in which the
board has greater confidence. The mine development plan has also
been updated, including a change from a mix of 12 tonne and 20
tonne trucks in the DFS to standard 12 tonne trucks (thereby
simplifying the operation and maintenance regime) and changes to
shift patterns. The board believes it now has a process flowsheet
which it can take forward to the Front End Engineering & Design
("FEED") to define the Namib Project design and costs in greater
detail necessary for full project financing and the final decision
to commence construction.
(MORE TO FOLLOW) Dow Jones Newswires
September 15, 2015 02:00 ET (06:00 GMT)
As a result of these changes, the Company has updated its
indicative assessment of the Namib Project's economics. In addition
to the refinements to the process flow sheet and mine development
plan, the following issues have also been addressed in preparing
the revised internal assessments:
-- The DFS had assumed that the Namib Project would source
electricity from the local grid for which the existing transmission
line to site would need to be upgraded. With less certainty now of
available supply from the grid in the short term, the Company is
anticipating using diesel generators located on site. A full trade
off study of this change will be completed as part of FEED;
-- Tax calculations have been updated taking into account tax
losses available within the Group; and
-- Additional work is planned to explore the potential to
reprocess old tailings and further drilling is planned to expand
the resource base.
The original and revised estimates of the Namib Project's
economics are set out below:
Unit DFS Resource Revised
Value (Life Resource
of Mine) (1) Value(2)
(November (September
2014) 2015)
EBITDA US$'000 79,083 78,800
Net Cashflow US$'000 33,754 37,500
Post-tax NPV
(8%) US$'000 23,993 24,500
Post-tax IRR % 52 60
Operating
Margin % 64 61
Payback Period Months 12 14
Life of Mine Months 42 42
---------------- --------- -------------- ------------
Notes:
(1) The DFS was completed by CSA Global and dated November 2014.
These financial metrics were for the 100 per cent. owned Namib
Project and assumed that the Namib Project would commence in Q1
2015, following receipt of the Mining Licence, with first
production 13 months later.
(2) The Company internal estimates are as at September 2015 and
have not been independently reviewed or verified and are subject to
further review and completion of additional work, including the
FEED work. These financial metrics are for the 100 per cent. owned
Namib Project and assume the Namib Project commences construction
in Q1 2016, assuming receipt of the Mining Licence and financing
for the Phase Two Fundraising is secured, with first production on
year later.
(3) The Company expects to reinvest c.US$1.0m per annum towards
resource expansion and estimates corporate overheads at US$2.5m per
annum. These costs are not included in the estimates above.
(4) In both the DFS and the Company's revised estimates (which
have not been independently verified), price assumptions for the
metals are taken as US$2,400 per tonne for zinc, US$2,300 per tonne
for lead and US$21 per ounce for silver. Since the DFS was
published in November 2014, spot prices for lead and zinc have
weakened in line with commodity prices generally and currently
stand at US$1,714 per tonne and US$1,807 per tonne respectively
(source: London Metals Exchange as at 11 September 2015) - the
economics for the Namib Project would be materially lower at these
prices. The fall in prices for these metals is believed to reflect
increased uncertainty around global economic growth, particularly
in China, and, linked to that, weaker demand. However, over the
period in which the Namib Project is expected to come into
production, there is an expectation of strong underlying
fundamentals for lead and zinc and industry consensus estimates for
all three metals for 2017 onwards are not materially different to
the assumptions used in preparing these estimates.
(5) The Payback Period is calculated from the start of production.
Update on the Company
As set out in the announcement made by the Company on 22 July
2015 and the GM Circular, the Company submitted its application for
a Mining Licence in April 2014 while working through the final
phase of the DFS, which was announced in November 2014. The results
of the DFS, in combination with a detailed Board-level review,
identified key additional studies on the mine development plan and
mining process flow sheet that would be required ahead of the
Company being in a position to take an investment decision on the
Namib Project.
The Company advanced these studies during the first half of
2015, announcing the results of the metallurgical test work
programme on 22 July 2015. This positions the Company to commence
FEED work on an optimised processing plant as well as providing the
catalyst to progress early mine development work. Subject to the
receipt of the US$4.0 million under the Phase One Fundraising, the
Company expects to be in a position to complete these phases of
work during the fourth quarter of 2015, which should be sufficient
to support an investment decision on the Namib Project.
The Company is cognisant that the above constitutes a revised
timeline to project development of the Namib Project. The
requirement to complete these additional studies, alongside
discussions with the Ministry of Mines and Energy in Namibia (the
"Ministry") on the award of the Mining Licence, have delayed the
originally scheduled commencement of construction of the Namib
Project. As regards the Mining Licence, the Company is pleased to
have hosted the newly appointed Minister of Mines and Energy, the
Honourable Obeth Kandjoze, as well as a ministerial delegation on a
recent site visit at the Namib Project. The Company looks forward
to continuing to work with the Ministry on the Mining Licence
application and remains confident that the Mining Licence will be
granted in due course, but this cannot be guaranteed.
In light of the above, the Company has devised a revised funding
strategy for the Namib Project. Subject to timing of commencing
construction and the definitive capital requirement estimate post
completion of early engineering and design, the Company estimates a
total funding requirement of approximately US$30 million through to
expected project commissioning of the Namib Project. It is the
Company's intention that this financing will be structured in two
phases:
(a) an initial equity fundraising of US$4.0 million to cover the
short term working capital required for initial FEED, early
development of the Namib Project's North decline, sourcing of plant
and equipment, and the ongoing underground development programme
required to establish access for the next phase of resource
expansion drilling ("Phase One Fundraising"). This is intended to
finance the Company to take the Namib Project through to the end of
2015 and a construction decision, assuming that the Mining Licence
is issued and Phase Two Fundraising is achieved without undue delay
(it being noted that the current Work Programme nominally assumes
that the Mining Licence will be issued on or before 31 October
2015); and
(b) a second fundraising, subject to the formal grant and issue
of the Mining Licence by the Namibian authorities, which is
anticipated to comprise both debt and equity, and which will cover
the cost of construction and an ongoing resource expansion drilling
programme ("Phase Two Fundraising").
As noted in the GM Circular and above, the Company had an
immediate funding requirement which it addressed through the issue
of the Tranche One Notes pursuant to the Greenstone Placing. The GM
Resolution was approved on 28 August 2015, following which the
Tranche One Notes were issued to Greenstone on 8 September 2015,
raising a total amount of US$1.2 million before expenses.
It is intended that the balance of the funds required for the
Phase One Fundraising will be raised through the Open Offer and the
Placing (together, US$2.8 million), which are being conditionally
fully underwritten by the Underwriting Facility pursuant to the
Greenstone Placing (subject to satisfaction or waiver of the
Conditions).
Further to the announcement made by the Company on 2 July 2015,
it is noted that Brett Richards will be moving abroad to take up
new responsibilities and, as a consequence, has indicated his
intention to step down from the Board post completion of the Phase
One Fundraising. As previously announced, the Company has asked
Strand Hanson, to commence the search for a replacement independent
director and that process remains on-going (and the Company will
provide further updates in due course).
Principal terms of the Open Offer
A total of approximately GBP1.8 million (approximately US$2.8
million) is being raised through the Open Offer pursuant to which
up to 900,677,910 New Ordinary Shares are being hereby offered at
an issue price of 0.2 pence per share to Eligible Shareholders on
the terms and conditions set out in this announcement, the Circular
and in the Application Form. The Issue Price is at a discount of
approximately 2.4 per cent. to the closing mid-market price on 14
September 2015, being the last trading day before the date of this
Circular, and a discount of approximately 1.3 per cent. to the
volume weighted average price (the "VWAP") from 11 August 2015 to
14 September 2015. The VWAP period reflects the trading period
since the announcement of the Greenstone Placing.
The Open Offer is only being made to Eligible Shareholders whose
names appear on the register of members of the Company on the
Record Date as holders of Existing Ordinary Shares and who are
resident in the United Kingdom, Australia, the Isle of Man, France,
Switzerland or Portugal.
(MORE TO FOLLOW) Dow Jones Newswires
September 15, 2015 02:00 ET (06:00 GMT)
In order that other shareholders do not suffer dilution as a
consequence of the proposed conversion of the Tranche One Notes
following the close of the Open Offer and Placing, Greenstone has
undertaken and agreed to be excluded from the Open Offer (and, in
addition, has been deemed to be ineligible to participate in the
Open Offer by virtue of the jurisdiction of its holding).
Consequently, entitlements under the Open Offer are calculated
excluding Greenstone's shareholding and the take-up by Eligible
Shareholders of their pro rata entitlements under the Open Offer
will lead to such Eligible Shareholders' interest in the Company
not being diluted.
Eligible Shareholders have an increased opportunity to apply for
additional Open Offer Shares under the Excess Applications Facility
(further details of the Excess Applications Facility are set out
later in this announcement and in the Circular).
Eligible Shareholders may apply for more or less Open Offer
Shares than they are entitled to under the Open Offer and
applications in excess of the Open Offer Entitlements will be dealt
with under the Excess Application Facility. Once subscriptions
under the Open Offer Entitlements have been satisfied, the Company
shall, in its absolute discretion, determine whether to meet any
excess applications in full or in part, and no assurance can be
given that applications by Eligible Shareholders for Excess Shares
under the Excess Application Facility will be met in full or in
part or at all. To the extent that Excess Shares are not subscribed
by existing Eligible Shareholders, Open Offer Entitlements not
taken up will lapse.
Fractions of Open Offer Shares will not be allotted to Eligible
Shareholders in the Open Offer and, where necessary, entitlements
under the Open Offer will be rounded down to the nearest whole
number of New Ordinary Shares.
The Board considers that an offer to existing Shareholders by
way of a rights or other pre-emptive issue is not currently
feasible due to the significant costs and delays that would be
incurred through the production and approval of a prospectus having
regard to the Company's funding needs. The Open Offer allows
Eligible Shareholders the opportunity to participate in the
fundraising at the Issue Price and, subject to the terms of the
Excess Application Facility, increase their participation by
subscribing for Excess Shares.
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom, Australia, the Isle of Man, France, Switzerland or
Portugal. Accordingly, unless otherwise determined by the Company
and effected by the Company in a lawful manner, the Application
Form will not be sent to Existing Shareholders with registered
addresses in any jurisdiction other than the United Kingdom,
Australia, the Isle of Man, France, Switzerland or Portugal, since
to do so would require compliance with the relevant securities laws
of that jurisdiction. Applications from any such person will be
deemed to be invalid. If an Application Form is received by any
Shareholder whose registered address is elsewhere but who is in
fact a resident or domiciled in a territory other than the United
Kingdom, Australia, the Isle of Man, France, Switzerland or
Portugal, he/she should not seek to take up his/her allocation.
In the event that the Open Offer is not fully subscribed
following subscriptions by Eligible Shareholders of their Open
Offer Entitlements and subscriptions under the Excess Applications
Facility, the Directors have reserved the right to place the
shortfall of any Open Offer Shares, at not less than the Issue
Price, in order to raise the full amount of US$2.8 million under
the Open Offer and Placing (totalling, when aggregated with amounts
already received from Greenstone pursuant to the Greenstone
Placing, US$4.0 million, being the total amount anticipated as
being required by the Company for the Phase One Fundraising).
Consequently, the Company has entered into the Placing Agreement
with RFC Ambrian, pursuant to which RFC Ambrian has conditionally
agreed that it will use its reasonable endeavours to procure
subscribers for the Placing Shares following the close of the Open
Offer. Further details of the Placing Agreement are set out in this
announcement and in Part III of the Circular. The Placing will
include a commitment in respect of 66,813,472 Placing Shares, being
GBP133,627, subscribed by certain Directors, which further
demonstrates the Board's commitment to, and belief in, the Company
and its prospects.
The Open Offer and the Placing, if fully subscribed, will,
between them, result in the issue of 900,677,910 new Ordinary
Shares (representing approximately 28.10 per cent. of the Enlarged
Share Capital). The Open Offer Shares and Placing Shares, when
issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares and will rank for all dividends or
other distributions declared, made or paid after the date of issue
of the Placing Shares or Open Offer Shares. No temporary documents
of title will be issued.
Part II of the Circular, together with the accompanying
Application Form, contains further terms and conditions of the Open
Offer.
Action to be taken
If an Eligible Shareholder does not wish to apply for Open Offer
Shares he/she should not complete or return the Application Form
nor send a USE message through CREST.
(i) Eligible Non-CREST Shareholders (i.e. holders of Ordinary
Shares who hold their shares in certificated form)
If you are an Eligible Non-CREST Shareholder and wish to
participate in the Open Offer, you should carefully read the
Application Form accompanying the Circular and send the Application
Form along with the appropriate remittance to Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU by no later than 11.00 a.m. on 30
September 2015 and in accordance with the procedure set out at
paragraph 4 of Part II of the Circular.
(ii) Eligible CREST Shareholders (i.e. holders of Ordinary
Shares who hold their shares in uncertificated form through
CREST)
If you are an Eligible CREST Shareholder, no Application Form is
enclosed. You will instead receive a credit to your account in
CREST in respect of your Entitlement. You should refer to the
procedure for application set out in paragraph 4 of Part II of the
Circular.
Eligible CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer. Eligible
Shareholders with holdings of Existing Ordinary Shares in both
certificated and uncertificated form will be treated as having
separate holdings for the purpose of their applications. If you are
not an Eligible Shareholder and a person who has a contractual or
other legal obligation to forward the Circular or an Application
Form into a jurisdiction outside the United Kingdom, Australia, the
Isle of Man, France, Switzerland or Portugal and who has a
registered address in, or who is resident or ordinarily resident
in, or a citizen of, or which is a corporation, partnership or
another entity created or organised under the law of a country
other than the United Kingdom, Australia, the Isle of Man, France,
Switzerland or Portugal, then your attention is drawn to the
information in paragraph 7 of Part II of the Circular.
Eligible CREST Shareholders should note that, although Open
Offer Entitlements will be admitted to CREST and be enabled for
settlement, applications in respect of entitlements under the Open
Offer may only be made by the Eligible Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim raised by Euroclear's Claim Processing Unit. Eligible
non-CREST Shareholders should note that their Application Form is
not a negotiable entitlement and cannot be traded.
Use of Proceeds
As agreed between the Company and Greenstone pursuant to the
Subscription Agreement, the proceeds of the Open Offer, the Placing
and the Greenstone Placing shall be used for the purposes stated in
the Work Programme (which nominally assumes that the Mining Licence
will be issued on or before 31 October 2015). This includes, among
other things, to cover the costs through to the end of 2015 and a
construction decision for FEED on the revised process flow sheet,
early development of the Namib Project's North decline, sourcing of
plant and equipment, and the ongoing underground development
programme required to establish access for the next phase of
resource expansion drilling and the initial recruitment required to
advance the Namib Project.
The proceeds of the Open Offer, the Placing and the Greenstone
Placing will also cover general corporate overheads and costs
associated with fundraising, including the costs related to the
Phase One Fundraising.
The Board will only be able to take a decision to commence
construction once the Mining Licence has been granted, appropriate
financing to cover the costs of construction (by way of the Phase
Two Fundraising) has been agreed and subject to an assessment of
the economics of the Namib Project at the time.
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September 15, 2015 02:00 ET (06:00 GMT)
While the Company believes that the total amount of US$4.0
million proposed to be raised pursuant to the Open Offer and the
Placing, including the Greenstone Placing, should be sufficient for
the Phase One Fundraising provided that the Mining Licence is
issued and Phase Two Fundraising is achieved without undue delay,
it is possible that additional working capital may be required if
there are delays or unexpected costs and/or if the Company is not
permitted to disburse funds raised pursuant to the Greenstone
Placing (which are limited to purposes stated in the Work
Programme) in respect of any of its costs. It is noted that the
Company has been engaging with multiple parties in order to prepare
for the inclusion of a debt package into the Namib Project's Phase
Two Fundraising package at the point of a construction decision.
While conversations with debt providers continue to progress, it is
clear that the availability of debt for the sector is becoming
tougher to obtain due to weak commodity prices, even for
commodities with positive fundamentals such as zinc and lead. The
Company is conscious that there is no guarantee that debt finance
will be available at the relevant time and as such is aware of the
need to make the necessary provisions for this in its financing
strategy. On completion of the FEED phase the Company intends to
progress debt discussions as a priority and will update its
Shareholders on the outcomes of this process, as well as the other
financing instruments that are being considered. The Company
therefore sought, and obtained, additional authority pursuant to
the GM Resolution to raise further equity of up to a further US$2.0
million for working capital purposes free from statutory
pre-emption rights.
Overseas Shareholders
Information for Shareholders who have registered addresses
outside the United Kingdom, Australia, the Isle of Man, France,
Switzerland or Portugal appears in paragraph 7 of Part II of the
Circular, which sets out the restrictions applicable to such
persons. If you are an Overseas Shareholder, it is important that
you read that part of the Circular.
Taxation
Information regarding taxation in the United Kingdom in
connection with the Open Offer is set out in paragraph 6 of Part V
of the Circular. Shareholders who are in any doubt as to their tax
position, or who are subject to tax in any other jurisdiction,
should consult their professional adviser as soon as possible.
Recommendation
The Board believe that the Open Offer is in the best interests
of the Company, and the Shareholders as a whole, for the following
reasons:
(a) the Open Offer will, if fully subscribed, provide the funds
anticipated as being required by the Company for the Phase One
Fundraising without recourse to the Underwriting Facility which
Greenstone has conditionally agreed to provide, if required,
pursuant to the Greenstone Placing;
(b) furthermore, if US$2.8 million is raised pursuant to the
Open Offer and Placing, the Tranche One Notes will be converted in
full into the New Greenstone Shares such that Greenstone will hold
no more than 29.99 per cent. of the Issued Share Capital following
the Open Offer and the Placing and such conversion (leaving no
Convertible Loan Notes outstanding following such conversion);
and
(c) it provides Shareholders with the opportunity to further
support the Company through the Open Offer at this exciting time
for the Company.
Further Information
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS RELATING TO THE
GROUP SET OUT IN PART IV OF THE CIRCULAR, THE ADDITIONAL
INFORMATION SET OUT IN PART V OF THE CIRCULAR AND THE TERMS AND
CONDITIONS OF THE OPEN OFFER AND THE PLACING SET OUT IN PART II AND
PART III (RESPECTIVELY) OF THE CIRCULAR, AS WELL AS THE APPLICATION
FORM.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement under the Open Offer 5.00 p.m. on 11 September 2015
Existing Ordinary Shares marked 'ex' by London Stock Exchange 8.00 a.m. on 15 September 2015
Release of this announcement, posting of the Circular and the Application Forms 15 September 2015
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 16 September 2015
stock accounts
in CREST of Eligible CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements and 4.30 p.m. on 24 September 2015
Excess CREST
Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 25 September 2015
Latest time for splitting of Application Forms (to satisfy bona fide market 3.00 p.m. on 28 September 2015
claims only)
Latest time and date for receipt of Application Form and payment in full under 11.00 a.m. on 30 September 2015
the Open Offer
and settlement of relevant CREST instructions
Expected date of announcement of results of the Open Offer through an RIS 1 October 2015
Expected date of announcement of results of the Placing through an RIS, if 5 October 2015
applicable
Expected time and date for Admission and commencement in dealings in the New 8.00 a.m. on 7 October 2015
Ordinary Shares,
the Placing Shares and the New Greenstone Shares on AIM
Expected date for crediting of the New Ordinary Shares, the Placing Shares and 7 October 2015
the New Greenstone
Shares in uncertificated form to CREST accounts
Expected date of dispatch of definitive share certificates for the New Ordinary on or before 19 October 2015
Shares, the
Placing Shares and the New Greenstone Shares
APPENDIX II
ILLUSTRATIVE STATISTICS RELATING TO THE OPEN OFFER & THE
PLACING
Market price per Existing Ordinary Share(1) 0.205 pence
Issue price per Open Offer Share & Placing Share 0.2 pence
Number of Existing Ordinary Shares in issue(2) 1,915,875,310
Number of Convertible Loan Notes in issue(3) US$1,200,000
Number of Ordinary Shares available under the Open
Offer(4) 900,677,910
Number of Ordinary Shares in issue on Admission(5) 3,205,910,780
Basis of Open Offer 2 Open Offer Shares for every 3 Existing Ordinary
Shares
Approximate percentage of the Enlarged Share Capital 28.10 per cent.
represented by the New Ordinary Shares
and Placing Shares(5)
Number of Convertible Loan Notes in issue following
completion of the Open Offer and the Placing,
should the full amount of US$2.8 million be raised
pursuant to the Open Offer and the Placing(6) 0
Number of Convertible Loan Notes in issue following US$4,000,000
completion of the Open Offer and the Placing,
should the Underwriting Facility be used in full by the
Company (including the Tranche One
Notes)(6)
Estimated net proceeds of the Greenstone Placing, Open US$3,422,000
Offer and the Placing(7)
Gross proceeds of the Greenstone Placing, Open Offer and US$4 million
the Placing(7)
Notes:
(1) The mid-market closing price on 14 September 2015 derived
from the London Stock Exchange, being the last practicable Business
Day prior to the announcement of the Open Offer.
(2) As at the close of business on 14 September 2015, being the
last practicable Business Day prior to the publication of this
announcement.
(3) Being the Tranche One Notes, issued to Greenstone pursuant to the Greenstone Placing.
(4) The actual number of New Ordinary Shares to be issued will
be subject to rounding down to eliminate fractional
entitlements.
(5) Assuming that the maximum number of 900,677,910 Ordinary
Shares available under the Open Offer and the Placing are allotted
pursuant to the Open Offer and the Placing (combined) and that the
New Greenstone Shares are issued in full.
(6) If the Open Offer and the Placing proceed to raise US$2.8
million from investors other than Greenstone, the Tranche One Notes
will be converted in full such that Greenstone will hold
approximately 29.76 per cent. of the Issued Share Capital following
the Open Offer and the Placing and such conversion (leaving no
Convertible Loan Notes outstanding following such conversion).
(7) Pursuant to the terms of the Greenstone Placing, and subject
to the continued satisfaction or waiver of the Conditions thereto,
the Open Offer and the Placing have been fully underwritten by
Greenstone in accordance with the terms of the Subscription
Agreement. This gross figure includes the gross amount of US$1.2
million already received by the Company pursuant to the Greenstone
Placing.
(8) Share prices and premiums have been derived from the London
Stock Exchange and represent the closing mid-market prices on the
relevant date.
APPENDIX III
Definitions
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September 15, 2015 02:00 ET (06:00 GMT)
The following definitions apply throughout this announcement,
except where the context requires otherwise:
"2006 Act" or "Companies Act" or "Act" the Companies Act 2006 (as amended, modified, consolidated, re-enacted
or replaced from time
to time)
"2014 Investment Agreement" has the meaning given to that term in paragraph 2 of Part I of the
Circular
"Admission" means the admission of the Open Offer Shares and/or the Placing Shares
and/or the New Greenstone
Shares (as the context may require) to trading on AIM becoming
effective in accordance with
Rule 6 of the AIM Rules
"Affiliate" has the meaning provided in the Code (and "Affiliated" and "Affiliates"
shall be construed
accordingly)
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the rules for AIM companies as issued by the London Stock Exchange from
time to time governing,
inter alia, the admission of securities to AIM
"Applicable Securities Laws" has the meaning given to that term in paragraph 5 of Part II of the
Circular
"Application Form" the application form which accompanies the Circular on which Eligible
non-CREST Shareholders
may apply for Open Offer Shares under the Open Offer
"Articles" the articles of association of the Company, in force from time to time
"ASIC" Australian Securities and Investments Commission
"Board" or "Directors" the board of directors of the Company, whose names are set out on page
9 of Part I of the
Circular
"Business Day" any day (excluding Saturdays, Sundays and public holidays) on which
banks are open in the
City of London for the conduct of normal banking business
"Capita Asset Services" a trading name of Capita Registrars Limited
"certificated" or "certificated form" not in uncertificated form
"Circular" the document to be posted to shareholders concerning the Open Offer and
the Placing, including
all attachments and enclosed papers
"Code" the UK Takeover Code on Takeovers and Mergers
"Company" North River Resources PLC, a company incorporated in England and Wales
with registered number
5875525, whose registered office is at One America Square, Crosswall,
London, EC3N 2SG
"Conditions" means the conditions applicable to the Tranche One Notes and the
Underwriting Facility as
more fully described in paragraph 7.6(b) of Part V of the Circular
"Convertible Loan Notes" means the unsecured 10 per cent. convertible loan notes 2018 issued
and/or to be issued to
Greenstone in accordance with the terms of the Convertible Loan Note
Instrument and Subscription
Agreement, subject to the satisfaction or waiver of the Conditions
"Convertible Loan Note Instrument" means the convertible loan note instrument dated 28 August 2015 and
executed by the Company
constituting the Convertible Loan Notes
"Conversion Price" has the meaning given to that term in paragraph 7.7(a) of Part V of the
Circular
"Conversion Requirement" has the meaning given to that term in paragraph 7.6(d) of Part V of the
Circular
"Corporations Act" Australian Corporations Act 2001 (Cth)
"CREST" the relevant system for the paperless settlement of trades and the
holding of uncertified
securities (as defined in the Regulations) in respect of which
Euroclear UK & Ireland Limited
is the operator (as defined in the Regulations)
"DFS" has the meaning given to that term in paragraph 2 of Part I of the
Circular
"Eligible CREST Shareholders" Eligible Shareholders holding Ordinary Shares in uncertificated form
"Eligible non-CREST Shareholders" Eligible Shareholders holding Ordinary Shares in certificated form
"Eligible Shareholders" Shareholders (other than certain Overseas Shareholders) whose names
appear on the register
of members of the Company on the Record Date as holders of Existing
Ordinary Shares and who
are eligible to be offered Open Offer Shares under the Open Offer in
accordance with the terms
and conditions set out in the Circular and, where relevant, in the
Application Form
"Enlarged Share Capital" the issued ordinary share capital of the Company comprising the
Existing Ordinary Shares,
the New Ordinary Shares, the Placing Shares and the New Greenstone
Shares
"EBITDA" means Earnings Before Interest, Taxes, Depreciation and Amortization
"Ex date" 8.00 a.m. on 15 September 2015 in respect of the entitlements of
Eligible Shareholders under
the Open Offer
"Excess Application Facility" the arrangement pursuant to which Eligible Shareholders may apply for
Open Offer Shares in
excess of their Open Offer Entitlements
"Excess CREST Open Offer Entitlements" in respect of each Eligible CREST Shareholder, the entitlement to apply
for Open Offer Shares
in addition to his Open Offer Entitlement credited to his stock account
in CREST, pursuant
to the Excess Application Facility which is conditional on him taking
up his Open Offer Entitlement
in full and which may be subject to scaling back in accordance with the
provisions of the
Circular
"Excess Open Offer Entitlement" an entitlement for each Eligible Shareholder to apply to subscribe for
Open Offer Shares in
addition to his Open Offer Entitlement pursuant to the Excess
Application Facility which is
conditional on him taking up his Open Offer Entitlement in full and
which may be subject to
scaling back in accordance with the provisions of the Circular
"Excess Shares" New Ordinary Shares in addition to the Open Offer Entitlement for which
Eligible Shareholders
may apply under the Excess Application Facility
"Exchange Information" has the meaning given to that term in paragraph 5 of Part II of the
Circular
"Existing Ordinary Shares" the 1,915,875,310 Ordinary Shares in issue at the date of this
announcement
"FCA" the Financial Conduct Authority
"FEED" has the meaning given to that term in paragraph 3 of Part I of the
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September 15, 2015 02:00 ET (06:00 GMT)
Circular
"French Regulations" the rules and regulations (réglement general) of the Autorité
des Marchés Financiers
implementing Directive 2003/71/EC
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"FT Exchange Rate" means the rate of GBP1.00:US$1.541 being the exchange rate from GBP to
US$ quoted in the Financial
Times on the Business Day immediately prior to the date of this
announcement
"GM Circular" the circular issued by the Company to Shareholders dated 11 August 2015
giving details of,
inter alia, the Greenstone Placing
"GM Resolution" has the meaning given to that term in paragraph 1 of Part I of the
Circular
"Greenstone" Greenstone Resources L.P. (No, 1911) a limited partnership registered
in Guernsey and whose
registered office is at 1st Floor Royal Chambers, St Julian's Avenue,
St Peter Port, Guernsey,
GY1 3JX
"Greenstone Placing" has the meaning given to that term in paragraph 1 of Part I of the
Circular
"Group" the Company and its subsidiaries as at the date of the Circular
"Issue Price" 0.2 pence per new Ordinary Share
"Issued Share Capital" the issued share capital of the Company from time to time, being
1,915,875,310 as at the date
of this announcement
"London Stock Exchange" London Stock Exchange Plc
"Mandatory Offer" means the requirement under Rule 9 of the Code which provides that
where:
(i) any person acquires an interest in shares (as defined in the Code)
which, when taken together
with shares in which he or persons acting in concert with him are
interested, carry 30 per
cent. or more of the voting rights of a company subject to the Code; or
(ii) any person who, together with persons acting in concert with him,
is interested in not
less than 30 per cent. but does not hold shares carrying more than 50
per cent. of the voting
rights of a company subject to the Code and such person, or persons
acting in concert with
him, acquires further interests in shares which increase his percentage
of the voting rights,
such persons are normally obliged to make a general offer to all the
remaining shareholders
to purchase, in cash, their shares at the highest price paid by him, or
any person acting
in concert with him, within the preceding 12 months
"Mining Licence" a mining licence in respect of a defined area of land, which is
situated within the wider
exploration area covered by the exploration licence EPL2902 held by the
Company in relation
to the Namib Project, for which an application is pending
"Ministry" has the meaning given to that term in paragraph 4 of Part I of the
Circular
"Namib Project" the Company's Namib Lead Zinc project located in Namibia
"Net Cashflow" means the net free cashflow from operations after capital expenditure,
taxation and royalties
"New Revenue" means the revenue from metal sales less treatment charges, refining
charges and penalties
"New Greenstone Shares" the 389,357,560 new Ordinary Shares issuable to Greenstone on
conversion in full of the Tranche
One Notes pursuant to the Conversion Requirement
"New Ordinary Shares" the Excess Shares and the Open Offer Shares
"Open Offer Entitlements" an Eligible Shareholder's pro-rata entitlement to Open Offer Shares
"Open Offer" the Open Offer of up to 900,677,910 New Ordinary Shares at a price of
0.2 pence per Open Offer
Share
"Open Offer Shares" the new Ordinary Shares to be issued pursuant to the Open Offer
"Operating Margin" means the total EBITDA divided by total Net Revenue
"Ordinary Shares" the ordinary shares of 0.2 pence each in the capital of the Company
"Overseas Shareholder" a Shareholder who is resident in, or who is a citizen of, or who has a
registered address
in, a jurisdiction outside the United Kingdom, Australia, the Isle of
Man, France, Switzerland
or Portugal
"Panel" the Panel on Takeovers and Mergers
"Payback Period" means the number of months from the first month of Net Revenue to a
positive cumulative Net
Cashflow
"Phase One Fundraising" has the meaning given to that term in paragraph 4 of Part I of the
Circular
"Phase Two Fundraising" has the meaning given to that term in paragraph 4 of Part I of the
Circular
"Placees" means the placees under the Placing
"Placing" has the meaning given to that term in paragraph 1 of Part I of the
Circular
"Placing Agreement" means the placing agreement dated on or around the date of this
announcement entered into
between RFC Ambrian and the Company relating to the Placing
"Placing Shares" the new Ordinary Shares which are not subscribed by Eligible
Shareholders under their Open
Offer Entitlements or under the Excess Applications Facility, and which
are subsequently placed
by RFC Ambrian pursuant to the Placing Agreement
"Post-tax NPV" means the post-tax net present value
"Post-tax IRR" means the post-tax internal rate of return
"Record Date" 5.00 p.m. on 11 September 2015 in respect of the entitlements of
Eligible Shareholders under
the Open Offer
"Registrar" or Capita Asset Services acting in its capacity as registrar pursuant to
"Receiving Agent" the terms of the agreement
for the provision of registry services entered into between the Company
and Capita Asset Services
"Recruitment Process" means the recruitment by the Company of a new Chief Financial Officer,
a General Manager of
Mining for the Namib Project and a Project Controller for the Namib
Project
"Regulations" the Uncertificated Securities Regulations 2001 (S1 2001 No. 3755) as
amended
"Relationship Agreement" means the relationship agreement entered into between the Company and
Greenstone dated 3 July
(MORE TO FOLLOW) Dow Jones Newswires
September 15, 2015 02:00 ET (06:00 GMT)
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