TIDMIRON
RNS Number : 3261R
Ironveld PLC
26 October 2023
Ironveld Plc
("Ironveld" or the "Company")
Fundraising at a premium and Board change
Ironveld plc ("Ironveld" or the "Company"), the AIM quoted
mining development company, is pleased to confirm that its largest
shareholder, Tracarta Limited ("Tracarta") (in which current
Non-Executive Director Dr John Wardle has a beneficial interest),
has agreed to cornerstone a fundraising at a premium to the current
share price (the "Subscription" or "Fundraising"), to assist with
the ongoing working capital requirements of the business.
Highlights
-- Cash subscription by Tracarta of GBP450,000 for 162,000,000
new Ordinary Shares in the Company ("Tracarta's Subscription") at a
price per share of 0.278p (the "Subscription Price"), representing
a premium of 23.5 per cent. to the closing mid-price of 0.225p on
25 October 2023;
-- In addition, Turner Pope, acting as the Company's Broker, has
procured orders for a further GBP550,000 from existing shareholders
on the same terms;
-- Conditional upon shareholder approval, all subscribers will
also be issued with warrants to subscribe for new Ordinary Shares
at a price of 0.29p; and
-- Following Tracarta's Subscription , Dr John Wardle will
assume the role of Executive Chairman of the Company, with Giles
Clarke remaining as a Non-Executive Director.
Outgoing Chairman, Giles Clarke, commented: "I have worked with
John Wardle over many years and know him to be a man with a
successful track record in the natural resources space. His
executive experience from senior positions at the likes of Amerisur
Resources and Emerald Energy hold him in good stead and I am
delighted that he has agreed to become Executive Chairman of the
Company, which is consistent with Tracarta's position as the
Company's largest investor. I will continue to provide the Company
with my ongoing support as a Non-Executive Director as the Company
continues in its transformational phase of development."
Incoming Chairman, John Wardle commented: "I thank Giles for his
contribution in advancing the Company to its current stage of
development and I look forward to working more directly with the
Ironveld team. Our objective is to drive the further development of
the Company in the short term and demonstrate the inherent value of
our assets."
Details of the Fundraising use of proceeds
Since the Company's Operations Update on 18 September 2023, the
operations at the Rustenburg smelter have consumed a greater amount
of cash resources than originally planned, in particular the impact
of critical repairs and optimisation costing approximately
GBP250,000 to rectify which, combined with a material interruption
to planned production during October, has created a requirement for
additional working capital.
Whilst the Directors' loan facilities announced in September
still have undrawn headroom, the Board considers that it is prudent
to maintain a larger working capital buffer in order to provide
maximum flexibility in maintaining operations and believes that the
Fundraising at a substantial premium to the existing market price
of the shares represents an attractive option.
The Ipace DMS Magnetite joint venture is progressing as planned
and first product will be shipped and sold in November 2023.
Tracarta's investment is based on the available authorised
headroom available to the Company, being approximately 162,000,000
new Ordinary Shares. Given this strong demonstration of support by
the Company's largest investor, Turner Pope has been able to
procure subscribers for a further GBP550,000 for a further
198,000,000 new Ordinary Shares (together with Tracarta's
Subscription, the "Subscription Shares").
The Subscription Price per share is 0.278p, representing a
premium of 23.5 per cent. To the closing mid-market price of 0.225p
on 25 October 2023.
Board Change
The Board has agreed that, following Tracarta's Subscription, Dr
John Wardle will assume the role of Executive Chairman of the
Company, whilst Giles Clarke will remain as a Non-Executive
Director.
Related Party Opinion
Tracarta has agreed to subscribe for 162,000,000 Shares for a
total of GBP450,000 in cash.
The resultant holding of the relevant Director is included in
the table below:
Director Existing Per cent. Subscription Revised Holding Percentage
Holding Shares of Enlarged
Issued Share
Capital**
J Wardle* 407,428,567 11.40 162,000,000 569,428,567 14.47
* J Wardle's interest in all Ordinary Shares above is through
his beneficial interest in Tracarta.
** Assuming the issue of all new Ordinary Shares pursuant to the
Fundraising
John Wardle has a beneficial interest in Tracarta and, as such,
the Subscription constitutes a related party transaction pursuant
to Rule 13 of the AIM Rules for Companies. The Company's
independent Directors (being Giles Clarke, Nick Harrison, Peter
Cox, Martin Eales and Malebo Ratlhagane) consider, having consulted
with the Company's nominated adviser, Cavendish, that the terms of
Tracarta's Subscription are fair and reasonable insofar as the
Company's shareholders are concerned.
Details of the Fundraising
In total, 360,000,000 new Ordinary Shares are proposed to be
allotted and issued pursuant to the Fundraising, at a Subscription
Price of 0.278 pence per new Ordinary Share to raise gross proceeds
of GBP 1,000,000. The Tranche 2 Subscription Shares (as detailed
below), have been conditionally placed by Turner Pope, acting as
agent and broker of the Company.
The Company currently has limited shareholder authority to issue
new Ordinary Shares for cash on a non-pre-emptive basis.
Accordingly, the Fundraising is being conducted in two tranches as
set out below:
1. Tranche 1 Subscription
A total of GBP450,000, representing the issue and allotment of
162,000,000 new Ordinary Shares (the "Tranche 1 Subscription
Shares") at the Subscription Price (the "Tranche 1 Subscription"),
has been raised using the Company's existing share allotment
authorities which were granted at the Company's general meeting
held on 13 March 2023 . Application has been made for the Tranche 1
Subscription Shares to be admitted to trading on AIM and it is
expected that their admission to AIM will take place on or around
31 October 2023 ("First Admission"). The issue of the Tranche 1
Subscription Shares is conditional, inter alia, on First Admission.
The issue of the Tranche 1 Subscription Shares is not conditional
on the Tranche 2 Subscription completing.
2. Tranche 2 Subscription
The balance of the Fundraising, being approximately GBP550,000
and representing the issue and allotment of 198,000,000 new
Ordinary Shares (the "Tranche 2 Subscription Shares") at the
Subscription Price (the "Tranche 2 Subscription") is conditional
upon, inter alia, the passing of resolutions to be put to
shareholders of the Company at a general meeting of the Company to
be held on 13 November 2023 (the "Resolutions") to provide the
relevant authorities to the Directors to issue and allot further
new Ordinary Shares on a non-pre-emptive basis, whereby such
authorities will be utilised by the Directors to enable completion
of the Tranche 2 Subscription (amongst other things, as detailed
below).
Conditional on the passing of the Resolutions, application will
be made for the Tranche 2 Subscription Shares to be admitted to
trading on AIM and it is expected that their admission to AIM will
take place on or around 14 November 2023 ("Second Admission").
In addition to the passing of the Resolutions, the Tranche 2
Subscription is conditional, inter alia, on Second Admission.
The Tranche 1 Subscription Shares and Tranche 2 Subscription
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares of the
Company, including the right to receive all dividends or other
distributions made, paid, or declared in respect of such shares
after the date of issue of the relevant Subscription Shares.
Warrants
The Company is proposing to issue subscribers to the Fundraising
with warrants to subscribe for new Ordinary Shares on the basis of
one (1) warrant for every one (1) Subscription Share (the "Investor
Warrants"). The Investor Warrants are exercisable at 0.29 pence for
a period of three years from the date of their grant, on Second
Admission.
The grant of the Investor Warrants is conditional on the passing
of the Resolutions to be put to shareholders of the Company at the
General Meeting to provide the relevant authorities to the
Directors to issue and allot further new Ordinary Shares on a
non-pre-emptive basis. None of the Investor Warrants will be
admitted to trading on AIM or any other stock exchange.
Direct Funding Discussions
The Company confirms that the direct funding discussions as
detailed in the announcement dated 18 September 2023 are still
ongoing. The Company will provide a further update when
appropriate.
Total voting rights
Following First Admission, the Company's total issued share
capital will consist of 3,736,996,887 Ordinary Shares, with one
voting right per share. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 3,736,996,887 from First Admission.
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 pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
Notice of General Meeting
The Company will publish a Circular to convene the General
Meeting to propose the Resolutions to enable completion of the
Fundraising, and the grant of the Investor Warrants.
The General Meeting will be held at 10.00 a.m. on 13 November
2023. The circular containing the notice of general meeting will be
published and sent to shareholders in the coming days and will be
available on the Company's website, www.ironveld.com. Shareholders
are strongly urged to vote by proxy in accordance with the
instructions that will be set out in the notice of general
meeting.
For further information, please contact:
Ironveld plc c/o BlytheRay
Martin Eales, Chief Executive Officer +44 20 7138 3204
Cavendish (Nomad and Broker)
Derrick Lee / Charlie Beeson / George Dollemore +44 20 7220 0500
Turner Pope (Joint Broker)
Andrew Thacker / James Pope +44 20 3657 0050
BlytheRay
Tim Blythe / Megan Ray +44 20 7138 3204
NOTES TO EDITORS
Ironveld (IRON.LN) is the owner of Mining Rights over
approximately 28 kilometres of outcropping Bushveld magnetite with
a SAMREC compliant ore resource of some 56 million tons of ore
grading 1.12% V2O5, 68.6% Fe2O3 and 14.7% TiO2.
In 2022 Ironveld agreed to acquire and refurbish a smelter
facility in Rustenburg, South Africa, in which it can process its
magnetite ore into the marketable products of high purity iron,
titanium slag and vanadium slag. This transaction became
unconditional in March 2023.
Ironveld is an AIM traded company. For further information on
Ironveld please refer to www.ironveld.com .
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END
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