TIDMTYM
RNS Number : 9765T
Tertiary Minerals PLC
20 November 2019
20 November 2019
Tertiary Minerals plc ("Tertiary Minerals plc" or the
"Company")
Tertiary Minerals plc Secures up to GBP622,000 Investment by way
of Convertible Securities
Highlights:
Ø Up to a nominal amount of GBP653,000 in zero coupon
convertible securities allows Tertiary Minerals plc to fund the
planned exploration programmes on its recently acquired Pyramid
Gold and Paymaster Polymetallic Projects in Nevada and for general
working capital purposes.
Ø Funding provided by U.S. based fund, Bergen Global Opportunity
Fund, LP, an institutional investor.
Ø Staged funding potentially minimises dilution to existing shareholders.
The Company announces that it has entered into a convertible
securities issuance deed (the "Agreement") with Bergen Global
Opportunity Fund, LP (the "Investor"), a U.S. based institutional
investment fund, in connection with an issuance by the Company of
zero coupon convertible securities having a nominal amount of up to
GBP653,000 (the "Convertible Securities").
The Convertible Securities will (subject to satisfaction of
certain conditions) be issued in tranches and the Company will make
an announcement of the issue of each Convertible Security. The
initial Convertible Security will have the purchase price of
GBP232,000 and the nominal value of GBP263,000 and will be issued
shortly. Any subsequent Convertible Securities will be issued at a
time agreed between the Company and Investor and will be purchased
at their nominal value. The aggregate nominal value of any
subsequent Convertible Securities issued will be determined by
mutual consent of the Company and Investor but will not exceed
GBP390,000.
Each of the Convertible Securities will have a term of 24
months.
The Convertible Securities will (subject to the satisfaction of
certain conditions) be convertible into ordinary shares of the
Company (the "Shares"), in whole or in part, at the option of
Investor. The Company will make an announcement each time any
Convertible Securities are converted in whole or in part and will
specify in such announcement the relevant conversion price, which
will be, at Investor's election: (a) 95% of the average of five
daily volume-weighted average prices of the Shares on AIM during a
specified period preceding the relevant conversion or (b) 135% of
the average of the daily volume-weighted average prices of the
Shares for the 20 consecutive trading days immediately prior to 19
November 2019.
The Investor has agreed to certain, substantial, limitations on
its ability to dispose of the Shares following a conversion of the
Convertible Securities. The Investor is also contractually
precluded from shorting the Company's shares.
The Company will have the right to repurchase the initial
Convertible Security for cash at 100% of its nominal value (and
without a fee or penalty) within 120 days of the issue date of the
initial Convertible Security.
In connection with the Agreement:
(A) the Company will issue to the Investor 17,000,000 Shares by
way of a commencement fee in relation to the overall funding
("Commencement Fee Shares");
(B) the Company will issue to the Investor 18,000,000 Shares at
par to collateralise the investment ("Collateral Shares"). Investor
may be required to make a further payment to the Company once all
of the obligations of the Company under the Agreement have been
finally met and no amount remains outstanding to the Investor,
depending on the price of Shares at such time; and
(C) the Company has agreed that it will issue 22,000,000
warrants with an exercise period of 48 months from the date of
issue (the "Warrants") to the Investor entitling the Investor (or
any subsequent holder of the Warrants) to subscribe for one Share
per Warrant at the exercise price equal to 0.33588 pence.
The Company has applied for admission of the Commencement Fee
Shares and Collateral Shares to trading on AIM, and this is
expected to become effective at 8:00a.m. on or around 26 November
2019.
Application will be made to the London Stock Exchange for any
Shares issued and allotted on exercise of the Warrants or
conversion of the Convertible Securities to be admitted to trading
on AIM. The Convertible Securities will only be issued to the
extent that the Company has corporate authority to do so.
The proceeds for the issue of the Shares and the Convertible
Securities will be used by the Company to fund the planned
exploration programmes on its recently acquired Pyramid Gold and
Paymaster Polymetallic Projects in Nevada and for general working
capital purposes.
Total Voting Rights
Following admission of the Commencement Fee Shares and
Collateral Shares, the Company will have 478,075,665 Shares in
issue with each Share carrying the right to one vote. There are no
Shares currently held in treasury. The total number of voting
rights in the Company is therefore 478,075,665 and this figure may
be used by shareholders as the denominator for the calculations by
which they determine if they are required to notify their interest
in, or a change to their interest in, the Company under the
Disclosure and Transparency Rules.
Richard Clemmey, Managing Director of the Company, commented
today: "The current market for natural resource companies remains
very challenging and we are therefore pleased to have secured a
flexible method of financing as opposed to a straight equity raise
which, in the current market, often come at a large discount to the
share price and would be highly dilutive."
"The staged funding now enables the Company to move ahead with
exploration and development on our two new exciting projects,
Pyramid and Paymaster."
About Tertiary Minerals plc
Tertiary Minerals plc (ticker symbol 'TYM') is an AIM-traded
mineral exploration company building and developing a
multi-commodity project portfolio - Industrial minerals, base and
precious metals.
About Bergen Asset Management LLC
Based in the U.S., Bergen Asset Management, LLC is an
institutional investor with a particular focus on direct
investments in small-cap companies around the world, and a track
record of success.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
For more information please contact:
Tertiary Minerals plc:
Richard Clemmey, Managing Director +44 (0) 1625 838 679
---------------------
Patrick Cheetham, Chairman
---------------------
SP Angel Corporate Finance LLP
Nominated Adviser and Broker
Richard Morrison +44 (0) 203 470 0470
---------------------
Caroline Rowe
---------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFKLLFKFFEFBZ
(END) Dow Jones Newswires
November 20, 2019 02:00 ET (07:00 GMT)
Grafico Azioni Tertiary Minerals (LSE:TYM)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Tertiary Minerals (LSE:TYM)
Storico
Da Apr 2023 a Apr 2024