TIDMEST
RNS Number : 6268V
East Star Resources PLC
14 December 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
14 December 2021
East Star Resources plc
("East Star" or the "Company")
Publication of Prospectus
Notice of General Meeting to Approve the Acquisition
Fundraise of GBP3,100,000
Proposed Waiver of Rule 9 of the Takeover Code
Proposed Appointments and Resignations
Capitalised terms used in this announcement shall have the same
meaning as set out in the prospectus dated 14 December 2021
Prospectus Publication
Further to the announcements on 19 July 2021 and 26 October
2021, East Star is pleased to announce that the Financial Conduct
Authority has today approved the publication of its Prospectus
issued in connection with:
-- the terms of the proposed Acquisition of Discovery Ventures
Kazakhstan Limited ("DVK") pursuant to which the consideration for
the acquisition is to be satisfied in full by the issue of
45,000,000 Ordinary Shares in the Company (the "Consideration
Shares"). The Sellers shall have the right to receive an additional
75,000,000 Ordinary Shares (the "Performance Shares") upon the
confirmation of a mineral resource on one of the Licences of at
least one million ounces of gold equivalent at an average grade of
at least two grammes per tonne of gold equivalent;
-- the placing and subscription of a total of 62,000,000
Ordinary Shares at a subscription price of 5 pence each, raising
gross proceeds of GBP3,100,000;
-- the proposed re-admission of the enlarged share capital of
182,250,164 Ordinary Shares to the standard listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market ("Admission"). Application will be made for the Ordinary
Shares to be issued pursuant to the Fundraise to be admitted to
trading on the Main Market of the London Stock Exchange; and
-- the notice convening a General Meeting of the Company which
is to be held at the offices of Hill Dickinson LLP located at The
Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10:30 a.m.
on 5 January 2022.
Sandy Barblett, Chairman of East Star Resources Plc,
commented:
"We are excited to see this transaction reaching its final
stages following an oversubscribed fundraising. We are delighted
that investors clearly share our belief in the opportunity which
exists in Kazakhstan today to discover and develop tier-1 gold and
base metal deposits by applying modern geophysics and exploration
concepts. We are looking forward to progressing an intensive work
programme over DVK's existing highly prospective tenements while
growing our footprint in-country."
Availability of the Prospectus
The Prospectus will be sent to shareholders and will also be
made available shortly online at www.east-star-resources.com
(subject to applicable securities laws). An electronic copy of the
Prospectus will also be submitted to the National Storage Mechanism
as maintained by the FCA and should be available shortly for
inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
General Meeting
East Star has today published a prospectus in relation to the
matters described above and has convened a general meeting of East
Star's shareholders at 10:30 a.m. on 5 January 2022 at the offices
of Hill Dickinson LLP located at The Broadgate Tower, 20 Primrose
Street, London EC2A 2EW. A notice of the general meeting is
included in the Prospectus and a form of proxy will be provided to
shareholders. East Star will make arrangements for such documents
to be posted. The purpose of the General Meeting is to consider
and, if thought fit, pass the Resolutions, in each case as set out
in full in the notice of General Meeting, including, inter
alia:
-- Resolution 1: will be proposed as an ordinary resolution and
seeks to approve a waiver granted by the Panel on Takeovers and
Mergers of the obligation that would arise under Rule 9 of the City
Code on Takeovers
-- Resolution 2: will be proposed as an ordinary resolution and
seeks to approve the acquisition by East Star of the entire issued
share capital of DVK
-- Resolution 3: will be proposed as an ordinary resolution to
authorize the Directors to issue the New Shares and the Performance
Shares (subject to the Performance Condition), and to grant
warrants to advisers and a total of 11,250,000 options to
directors, employees and management of the enlarged group
-- Resolution 4: will be proposed as an ordinary resolution to
authorize the Directors to issue shares or grant rights over shares
representing 20 per cent of the aggregate value of the ordinary
shares in issue as the close of the first day following
Admission
-- Resolution 5: will be proposed as a special resolution to
dis-apply pre-emption rights in respect of the allotment of shares
authorized pursuant to Resolution 3
-- Resolution 6: will be proposed as a special resolution to
dis-apply pre-emption rights in respect of the allotment of shares
authorized pursuant to Resolution 4
Resolution 1 will need to be approved by Independent
Shareholders voting on a poll. It is expected that Admission will
become effective and that dealings will commence at 8:00 a.m. on 10
January 2022.
Trading in the Company's Ordinary Shares will remain suspended
pending completion of the General Meeting (as set out in the
Timetable below).
Fundraise
Conditional on Admission, the Company has raised gross proceeds
of GBP3,100,000 in an oversubscribed fundraising, via the issue of
62,000,000 Ordinary Shares, which have been conditionally placed at
the Fundraising Price of GBP0.05, by way of a placement of
38,050,000 Ordinary Shares by Peterhouse Capital, Orana Corporate,
Vendors of DVK, and direct subscription with the Company for
23,950,000 Ordinary Shares.
East Star is a company incorporated in England and Wales with
company number 13025608. The Ordinary Shares are registered with
ISIN GB00BN92HZ16, SEDOL code BN92HZ1 and TIDM is EST.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Prospectus 14 December 2021
Date for return of forms of 10:30 a.m. on 31 December 2021
proxy
General Meeting of the Company 10.30 a.m. on 5 January 2022
Results of the General Meeting 11:00 a.m. on 5 January 2022
Completion of the Acquisition 10 January 2022
Re-Admission and commencement 8.00 a.m. on 10 January 2022
of dealings in the Enlarged
Ordinary Share Capital
CREST members' accounts credited 8.00 a.m. on 10 January 2022
in (where applicable)
Dispatch of definitive share by no later than 10 days
certificates for Shares (where from Admission
applicable)
ADMISSION STATISTICS
Shares in issue as at today's date 69,540,164
Total Placing Shares 38,050,000
Total Subscription Shares 23,950,000
Total Consideration Shares to be issued on Admission 45,000,000
Total Ilwella Loan Shares to be issued on Admission 5,350,000
Total Fee Shares to be issued on Admission 360,000
Enlarged Ordinary Share Capital 182,250,164
Percentage of Enlarged Ordinary Share Capital represented
by Fundraising Shares 34.0%
Total number of Options 11,250,000
Total number of Founder Warrants 6,000,000
Total number of Broker Warrants 2,767,500
Total number of Orana Warrants 6,046,005
Total Warrants in issue on Admission 14,813,505
Total number of Options and Warrants 26,063,505
Total Performance Shares capable of being issued
following Admission 75,000,000
Fully Diluted Ordinary Share Capital on Admission 283,313,669
Percentage of Fully Diluted Ordinary Share Capital
represented by Warrants 5.2%
Fundraising Price per New Share GBP0.05
Estimated Net Proceeds received by the Company GBP2,604,135
Estimated transaction costs GBP513,865
Expected market capitalisation of the Company on GBP9,112,508
Admission at the Fundraise Price
Directors immediately on and following Re-Admission
On Admission, Charles Wood will stand down as a Director of the
Company. Alexander ("Alex") Walker and David Minchin will be
appointed as Directors of the Company with effect from Admission
and are referred to in this announcement as the Proposed Directors.
Biographies for the Proposed Directors are set out below.
Alex Walker, Age 37 (Chief Executive Officer)
Alex Walker is an investment banker and resources executive with
more than 14 years' experience in natural resources investment with
Norwegian Bank, Pareto Securities, London-based investment bank,
Brandon Hill Capital and Australian broking firm Patersons
Securities. Mr. Walker co-founded and was the General Manager of
ScandiVanadium Ltd. He was also involved in the process of listing
ScandiVanadium Ltd on the Australian Securities Exchange.
Mr. Walker holds a MSc in Mineral and Energy Economics from
Curtin University of Technology, Graduate Diploma of Applied
Finance, BComm, BSocSci, and is a Graduate of the Australian
Institute of Company Directors.
David Minchin, Age 40 (Non-executive Director)
David Minchin is a geologist with over 15 years' experience in
production, exploration, and resource investment. Mr. Minchin has
worked for Rio Tinto and the British Geological Survey, as well
working as Senior Exploration Geologist for ICL-Boulby where he was
closely involved in the discovery of the 3.2 billion tonne
polyhalite deposit that was subsequently put into production and
extended operating mine life by over 30 years.
Mr. Minchin has worked as Director of Geology for AMED Funds, a
London based private equity group that focuses on exploration
projects in Africa. In this role, Mr. Minchin was part of the team
responsible for investing and monitoring approximately USD 450
million in projects from exploration through to feasibility and
across a range of commodities.
Mr. Minchin is currently CEO of Helium One Global Limited, an
AIM quoted company developing a significant primary helium project
in Tanzania and was formerly Managing Director of ASX-listed
ScandiVanadium.
Director/Key Current directorships/partnerships Previous directorships/partnerships
Management
Name
Anthony Eastman Windyhollows Limited Kore Genetics Limited
Extrax Limited Critical Anubis Pharma Limited
Metals Plc Orana Corporate Mute International
LLP Limited
Graft Polymer (UK) Caracal Gold Plc
Limited Graft Polymer (previously named,
IP Limited Vaxeal Papillon Holdings
Immunotherapy Ltd Plc)
MGC Pharma (UK) Ltd Thrivanta Investments
Tournesol Consulting Plc Beyond Diamonds
Ltd NTSU Gems UK Limited Limited
(previously named
Kore Genetics Limited)
Sandy Barblett Ironbridge Capital Brandshield Systems
Partners LLP Plc Scirocco Energy
Envirostream (UK) Plc
Limited Arwon Capital Blenheim Natural
(UK) Limited TECC Resources Limited
Capital plc Sandonjo Rogue Baron Plc
Capital Plc IAMFIRE Opus Media Services
Plc Ltd Bioworks Plc
Rottnest Foundation
London Chapter Limited
Alex Walker ScandiVanadium Sweden ScandiVanadium Ltd
AB (UK) Walk On Fitness
Heavy Minerals Ltd Ltd
Discovery Ventures
Kazakhstan Ltd
ASK Green Energy Ltd
David Minchin Helium One Global ScandiVanadium Ltd
Ltd Scandivanadium Pty (Australia)
Australia Pty
Ltd
ScandiVanadium Ltd
(UK)
ScandiVanadium Ltd
Pty (Australia)
For further information, please visit
http://www.east-star-resources.com/ or contact the following:
East Star Resources PLC
Sandy Barblett
Tel: +44 (0)20 3918 8792
Peterhouse Capital Limited (Corporate Broker and Placing
Agent)
Duncan Vasey / Lucy Williams
Tel: +44 (0) 20 7469 0930
Vigo Consulting (Investor Relations)
Ben Simons / Oliver Clark
Tel: +44 (0)20 7390 0234
Notes
No offer of securities
This Document does not constitute, and may not be used for the
purposes of, an offer to sell or an invitation or the solicitation
of an offer or invitation to subscribe for or buy, any Shares by
any person in any jurisdiction: (i) in which such offer or
invitation is not authorised; (ii) in which the person making such
offer or invitation is not qualified to do so; or (iii) in which,
or to any person to whom, it is unlawful to make such offer,
solicitation or invitation. The distribution of this Document and
the offering of the Ordinary Shares in certain jurisdictions may be
restricted. Accordingly, persons outside the United Kingdom who
obtain possession of this Document are required by the Company, and
the Directors to inform themselves about, and to observe any
restrictions as to the offer or sale of Shares and the distribution
of, this Document under the laws and regulations of any territory
in connection with any applications for Shares, including obtaining
any requisite governmental or other consent and observing any other
formality prescribed in such territory. No action has been taken or
will be taken in any jurisdiction by the Company or the Directors,
that would permit a public offering of the Ordinary Shares in any
jurisdiction where action for that purpose is required, nor has any
such action been taken with respect to the possession or
distribution of this Document other than in any jurisdiction where
action for that purpose is required. Neither the Company, nor the
Directors accepts any responsibility for any violation of any of
these restrictions by any other person.
Important notices relating to advisers
Peterhouse Capital Limited ("Peterhouse"), has been appointed by
the Company as a broker and placing agent in connection with the
Placing. Peterhouse is also providing independent financial advice
to the Directors for the purposes of Rule 3 of the City Code.
Peterhouse is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company and for no one else in
relation to Admission and the arrangements referred to in this
Document. Peterhouse will not regard any other person (whether or
not a recipient of this Document) as its client in relation to
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Peterhouse or for providing any advice in relation to Admission,
the contents of this Document or any transaction or arrangement
referred to herein. No liability whatsoever is accepted by
Peterhouse for the accuracy of any information or opinions
contained in this Document or for the omission of any material
information, for which it is not responsible.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "targets",
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will", "should" or, in each case, their negative or other
variations or comparable terminology. They appear in a number of
places throughout the [announcement] and include statements
regarding the intentions, beliefs or current expectations of the
Company and the Board of Directors concerning, among other things:
(i) the Company's objective, acquisition and financing strategies,
results of operations, financial condition, capital resources,
prospects, capital appreciation of the Ordinary Shares and
dividends; and (ii) future deal flow and implementation of active
management strategies, including with regard to any acquisitions.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not a guarantee of future
performance. The Company's actual performance, results of
operations, financial condition, distributions to shareholders and
the development of its financing strategies may differ materially
from the forward-looking statements contained in this
[announcement]. In addition, even if the Company's actual
performance, results of operations, financial condition,
distributions to shareholders and the development of its financing
strategies are consistent with the forward-looking statements
contained in this [announcement], those results or developments may
not be indicative of results or developments in subsequent
periods.
Prospective Investors should carefully review the "Risk Factors"
section of [the Prospectus] for a discussion of additional factors
that could cause the Company's actual results to differ materially,
before making an investment decision. For the avoidance of doubt,
nothing in this paragraph constitutes a qualification of the
working capital statement contained in paragraph [15] of "Part XI -
Additional Information".
Forward looking statements speak only as at the date of this
[announcement]. Subject to its legal and regulatory obligations
(including under the Prospectus Regulation Rules), the Company
expressly disclaims any obligation to update or revise any forward
looking statement contained herein to reflect any change in
expectations with regard thereto or any changes in events,
conditions or circumstances on which any statement is based unless
required to do so by law or any appropriate regulatory authority,
including, FSMA, the Listing Rules, the Prospectus Regulation
Rules, the Disclosure Guidance and Transparency Rules, the
Prospectus Regulation and UK MAR.
Transaction conditions
Completion of the Transaction is subject to the satisfaction of
certain conditions as more fully described in the Prospectus.
Consequently, there can be no certainty that completion of the
Transaction will be forthcoming.
Transmission of this announcement and the Prospectus
Neither this announcement, the Prospectus, nor any copy of
either of them may be taken or transmitted directly or indirectly
into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose
possession this announcement, the Prospectus or other information
referred to therein comes, should inform themselves about, and
observe, any restrictions in such laws or regulations.
Compliance with laws
This announcement and the Prospectus have been prepared for the
purpose of complying with the applicable laws and regulations of
the United Kingdom and information disclosed may not be the same as
that which would have been disclosed if this announcement or the
Prospectus had been prepared in accordance with the laws and
regulations of jurisdictions outside the United Kingdom.
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END
PDIMZMMZFDGGMZM
(END) Dow Jones Newswires
December 14, 2021 08:13 ET (13:13 GMT)
East Star Resources (LSE:EST)
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