TIDMSGZ
RNS Number : 0318N
Scotgold Resources Ltd
27 September 2021
27(th) September 2021
Scotgold Resources Limited
("Scotgold" or the "Company")
Conversion of short-term loan funding
Further to its announcement of 4 May 2021, the Company is
pleased to announce that it has agreed to the settlement of the
amounts owed by SGZ Cononish Ltd ("SCL"), a wholly owned subsidiary
of the Company, under the short-term loan funding provided to the
Company (the "Director Loan") by certain directors of the Company,
being Nathaniel le Roux, William "Bill" Styslinger, Peter
Hetherington and Ian Proctor, together with an unrelated third
party (the "Lenders") by the issuing of 3,301,420 new ordinary
shares of no par value each in the Company ("Ordinary Shares") at a
price of 60.58p per new Ordinary Share (the "Loan Settlement
Shares").
The Loan Settlement Share price of 60.58p represents a 15.07%
discount to the volume weighted average price (VWAP) of the
Ordinary Share for the last 30 trading days. The 15.07% discount is
the average discount for equity issues for cash by AIM basic
materials companies over the five month period ending 31 August
2021.
Background
In light of the significant operational progress made this year,
the participants in the Director Loan expressed their willingness
to convert the loan into equity. The directors took the view that
conversion was in the best interests of the Company and all the
shareholders. Relieved of its obligation to repay the loan in
November 2021, the Company will have significant additional cash
resources. These will be used in the immediate term to further
de-risk operational processes and accelerate optimisation of the
mine and process plant.
The Company's operational performance is on track to achieve the
targets for September in line with previous announcements. The DUX
truck arrived as planned, mining has continued in the cut and fill
stope area and the process plant is expected to produce between 50
and 75 tonnes of concentrate.
CEO, Phillip Day, commented: "This a clear signal to the market
of the Board's continued commitment to the success of Scotgold, and
also to their confidence in our combined ability to generate real
returns for our shareholders. The agreement of this short-term loan
in May came at a time when the management were addressing a number
of operational challenges as part of the ramp up of our Cononish
Gold-Silver Mine in Scotland, with the funds used judiciously to
continue this process with a view to achieving targeted design
processing capacity. As communicated in my monthly operational
updates, this process has been successful, and we are on track to
achieve monthly operating targets.
Today's settlement and conversion is an important development
for Scotgold, and I look forward to continuing this forward
momentum by building on our operational successes and enhancing our
financial performance over the coming months."
Director Shareholdings on Admission
On Admission of the Loan Settlement Shares to trading on AIM
("Admission") the beneficial interests of those directors of
Scotgold receiving Loan Settlement Shares are set out below:
Director Current Current Loan Settlement Shareholding Resultant
Shareholding % Shareholding Shares on Admission % shareholding
on Admission
Mr Nat le Roux 22,618,223 40.23% 2,094,751 24,712,974 41.52%
-------------- ---------------- ---------------- -------------- ----------------
Mr William
Styslinger 5,931,400 10.55% 549,686 6,481,086 10.89%
-------------- ---------------- ---------------- -------------- ----------------
Mr Peter Hetherington 2,088,961 3.72% 378,013 2,466,974 4.14%
-------------- ---------------- ---------------- -------------- ----------------
Mr Ian Proctor 1,155,844 2.06% 105,645 1,261,489 2.12%
-------------- ---------------- ---------------- -------------- ----------------
Related Party Transaction
The conversion of funds provided by Nathaniel Le Roux, Bill
Styslinger, Peter Hetherington and Ian Proctor pursuant to the
Director Loan into new Ordinary Shares constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, the board of Scotgold (excluding those Lenders who are
directors of the Company, who are precluded from opining)
consisting of Phillip Day, Richard Gray, Philip Jackson and Richard
Barker, having consulted with SP Angel, the Company's nominated
adviser, consider that the conversion of the funds provided by
Nathaniel Le Roux, Bill Styslinger, Peter Hetherington and Ian
Proctor pursuant to the Director Loan into new Ordinary Shares to
be fair and reasonable insofar as its shareholders are
concerned.
Application for admission
The Loan Settlement Shares will rank pari passu in all respects
with the existing Ordinary Shares. Application will be made for the
3,301,420 Loan Settlement Shares to be admitted to trading on AIM
("Admission") and Admission is expected to take place on or around
30 September 2021.
Following Admission, the Company's enlarged issued share capital
will comprise of 59,523,291 ordinary shares of no par value with
voting rights. The Company does not hold any shares in treasury,
therefore the total number of shares in the Company with voting
rights will be 59,523,291. 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 in their interest in, the share capital of the
Company.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1. Details of the person
discharging managerial
responsibilities/person
closely associated
(a) Full name of person Dealing 1. Nathaniel le Roux
2. Peter Hetherington
3. Ian Proctor
4. Bill Styslinger
---------------------------------- -------------------------------------
2. Reason for notification
---------------------------------- -------------------------------------
(a) Position/status 1. Non-Executive Chairman
2. Non-Executive Director
3. Non-Executive Director
4. Non-Executive Director
---------------------------------- -------------------------------------
(b) Initial notification/ Initial notification
Amendment
---------------------------------- -------------------------------------
3. Details of the issuer,
emission allowance market
participant, auction platform,
auctioneer or auction
monitor
---------------------------------- -------------------------------------
(a) Name of entity Scotgold Resources Limited
---------------------------------- -------------------------------------
(b) LEI 213800HL5A2K7LW2G360
---------------------------------- -------------------------------------
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 financial Ordinary Shares of No Par
instrument, type of instrument Value
---------------------------------- -------------------------------------
(b) Identification code AU000XINEAK5
---------------------------------- -------------------------------------
(c) Nature of the transaction Issue of new Ordinary Shares
in lieu of cash
---------------------------------- -------------------------------------
(d) Price(s) and volume(s) Prices(s) Volume(s)
------------- ----------
60.58 pence 2,094,751
----------
60.58 pence 549,686
----------
60.58 pence 378,013
----------
60.58 pence 105,645
----------
---------------------------------- -------------------------------------
(e) Aggregated information: Single transaction as in
- Aggregated volume 4(d) above Prices(s) Volume(s)
- Price ------------- ----------
60.58 pence 3,128,095
----------
---------------------------------- -------------------------------------
(f) Date of transaction 24 September 2021
---------------------------------- -------------------------------------
(g) Place of transaction XLON
---------------------------------- -------------------------------------
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
For further information please contact:
Scotgold Resources SP Angel Corporate Finance St Brides Partners
Limited LLP
Financial PR
Chief Executive Officer Nomad and Broker
Susie Geliher / Selina
Philip Day Ewan Leggat / Charlie Lovell
Bouverat
Tel +44 (0) 20 3470 0470 Tel +44 (0) 20 7236
1177
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END
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