TIDMHER
RNS Number : 1229R
Herencia Resources PLC
26 February 2019
Herencia Resources plc
("Herencia" or the "Company")
Suspension of Trading
Conditional Agreement with Related Parties
Working Capital Update
The Directors confirm they have executed legally binding term
sheets with two of its shareholders, the Australian Special
Opportunity Fund ("Lind Partners") and Oriental Darius Co. Ltd
("Oriental") to advance the Company US$300,000, subject to the
satisfaction of certain conditions (the "Shareholders"). It is
intended that the funds will be provided equally by each of the
Shareholders ( US$150,000 each).
However, the Directors note that the term sheet is subject to
certain pre-conditions which are highly unlikely to be achieved and
that, to be AIM Rule compliant, the transaction requires approval
by the Company's Nominated Adviser, WH Ireland pursuant to AIM Rule
13 of the AIM Rules for Companies. Therefore there can be no
guarantee the transaction will progress.
The Company also confirms that its working capital position is
now severely constrained and if the term sheets cannot be approved,
and if no further source of funds can be found, it is unlikely that
the Company will be able to continue to trade after this time.
Accordingly, trading in the Company's Ordinary Shares has been
suspended with immediate effect pending clarification of financial
condition. Further updates will be provided in due course.
Proposed Details of the Capital Raising
Subject to the satisfaction of certain pre-conditions and
Nominated Adviser approval, which can not be guaranteed, capital of
US$150,000 would be provided to the Company by each of the two
Shareholders by way of a secured convertible facility with a Face
Value of $180,000 ("Face Value"), the agreed amount to be repaid by
the Company over the 24 month term of the agreement.
The Convertible Security has the same conditions as announced on
5(th) April 2016 in that Lind Partners and Oriental may each
exercise its right to convert US$150,000 of convertible loan notes
with a face value of US$180,000 into shares at an exercise price of
"The Next Placement Price" ("Conversion"). Pursuant to the
Conversion at a later date, new ordinary shares of "The Next
Placement Price" each ("New Ordinary Shares"), will be admitted to
trading on AIM.
The total number of Ordinary Shares on issue now is
11,055,737,793.
Possible Example Terms
Assuming the price of "Next Placement Price" used is the current
Herencia Price of 0.0015 pence. Following the issue of the New
Ordinary Shares on Conversion of this funding of US$180,000, the
additional new number of Ordinary Shares at face value will be
0.0015 pence per share (although this will vary with exchange rates
at the time). There are no Ordinary Shares held in treasury.
Notification of Lind Partners Interest
If the term sheet progresses, and if Lind Partners convert the
New Ordinary Shares under the current conditions, Lind will hold
2,519,392,831 Ordinary Shares representing 23.12% of the issued
share capital of the Company.
In addition, the Company has agreed with the Takeover Panel that
Lind is acting in concert with the following individuals/entities,
who were introduced by Lind at the placement on 27 April 2017 and
hold 207,261,111 Ordinary Shares;
1. Mr. John Hancock;
2. Mr Martin Rogers, and
3. Abundance Partners LP .
(together, with Lind, the "Concert Party")
The Concert Party now have a total in interest in 2,726,653,942
Ordinary Shares, representing 24.66% of the issued share capital of
the Company.
If the term sheet set out above progresses, and if Lind Partners
was to convert all its convertible interests in the Company, then
in addition to its current shareholding it will hold 5,889,33,234
Ordinary Shares representing 32.14% of the total issued share
capital of the Company and, with the Concert Party 33.27% of the
issued share capital of the Company.
Notification of Oriental Interest
If the term sheet progresses and if Oriental convert to New
Ordinary Shares under the current conditions, Oriental will hold
2,371,298,341 Ordinary Shares, representing approximately 21.45% of
the Company's enlarged issue share capital.
If the term sheet set out above progresses and if Oriental was
to convert all its convertible interests in the Company, including
those interests set out in this announcement, then in addition to
its current shareholding it will hold 5,741,238,744 Ordinary Shares
representing 31.34% of the total issued share capital of the
Company.
For further information please contact:
Carl Dumbrell, Herencia Resources plc +61 402277282
Jeff Williams, Herencia Resources plc +61 418594324
Katy Mitchell, James Sinclair-Ford, WH
Ireland Limited (NOMAD) +44 161 832 2174
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END
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