TIDMURU
RNS Number : 1795M
URU Metals Limited
06 May 2020
6 May 2020
URU Metals Limited
("URU" or "the Company")
Subscription, Convertible Loan Note & Issue of Equity
URU is pleased to announce that the Company has raised
approximately GBP200,000 through the Subscription for 235,294
depositary interests of no par value each ("Ordinary Shares") in
the share capital of the Company (the "Subscription Shares") at a
price of 85 pence per Ordinary Share (the "Subscription Price")
(the "Subscription"). Each Subscription Share will have an
attaching warrant with an exercise period of 18 months and
exercisable at 85 pence per new Ordinary Share of the Company (the
"Subscription Warrants"). The Subscription Price represents a
discount of approximately 24% to the Volume Weighted Average Price
("VWAP") of 111.5 pence between the period of 1 April 2020 and 5
May 2020.
Additionally, the Company has today issued a US$250,000
Convertible Loan Note (the "Loan Note") to Boothbay Absolute Return
Strategies LP ("Boothbay") , a USA based financial institution.
Boothbay has the option to increase the size of the Loan Note to
US$500,000 prior to the maturity of the Loan Note. The Loan Note is
unsecured, matures on 31 May 2021 (or such later date as the
Company may in its sole discretion determine), carries no interest
and is convertible at the lower of:
(i) a voluntary conversion price triggered on serving a
conversion notice (being 85 pence per share for a period of 90 days
from the date of the Loan Note; and following expiry of the 90 day
period, a 35 per cent. discount to the Volume Weighted Average
Price ("VWAP") per share in the 5 trading days prior to the
noteholder serving a conversion notice);
(ii) on an equity fund raising of not less than US$5 million
(excluding a Loan Note conversion), a 35 per cent. discount to the
price per share paid by investors on such a fund raising;
(iii) on a share sale (meaning a sale of Ordinary Shares giving
control of the Company, whether for cash and/or by way of exchange
for shares in another company and/or for other consideration, and
whether or not control of the Company changes as a result of such
transaction), a 35 per cent. discount to the price per share paid
on the share sale; or
(iv) if there is no conversion notice served, fund raising or
share sale prior to the maturity date, at a 35 per cent. discount
to the VWAP per share in the 5 trading days prior to the maturity
date.
In the event that Boothbay is issued with any new Ordinary
Shares pursuant to a conversion of the Loan Note, it will be issued
with one warrant attaching to each new Ordinary Share issued, with
an exercise period of 18 months from the date of grant and
exercisable at 85 pence per new Ordinary Share ("Conversion Loan
Warrants").
Conversion of Director Fees
The Company has also agreed to issue 470,588 new Ordinary Shares
at a price of 85 pence per Ordinary Share (the "Director Fee
Shares") for a notional value of GBP400,000 to Alegana Enterprises
Limited (a company beneficially owned by John Zorbas) in lieu of
unpaid directors fees and salary that were due for payment in cash.
Each Director Fee Share will have one warrant attached, with an
exercise period of 18 months and exercisable at 85 pence per new
Ordinary Share ("Director Warrant"). The unpaid fees and salary
have been accrued over several years and have been disclosed in the
Company's audited financial report and accounts. Following the
issue of the Director Fee Shares the remaining amount owed to
Alegana Enterprises Limited is GBP263,111.
Director Shareholdings
On admission of the Subscription Shares and Director Fee Shares
to trading on AIM ("Admission"), John Zorbas will be beneficially
interested in 622,743 Ordinary Shares representing approximately
41.89 % of the enlarged issued share capital of the Company.
Shareholder Current Shareholding Percentage Shareholding Percentage
in the Company held on Admission held on Admission
John Zorbas (CEO) 33,644 4.31 33,644 2.26
--------------------- ----------- -------------- -------------------
Captor Capital
Corporation 118,511 15.18 118,511 7.97
--------------------- ----------- -------------- -------------------
Alegana Enterprises
Limited Nil 470,588 31.66
--------------------- ----------- -------------- -------------------
Note:
John Zorbas has a beneficial interest in share capital of the
Company, indirectly through Captor Capital Corporation. John Zorbas
exercises control over Captor Capital Corporation due to his
position as Chief Executive Officer and his shareholding in Captor
Capital Corporation.
John Zorbas has a beneficial interest in share capital of the
Company, indirectly through Alegana Enterprises Limited, company
beneficially owned by John Zorbas.
Related Party Transaction
The issue of the Director Fee Shares to John Zorbas constitutes
a related party transaction pursuant to AIM Rule 13 of the AIM
Rules for Companies. The directors of URU, other than John Zorbas
who is precluded from opining, having consulted with SP Angel, the
Company's nominated adviser, consider the issue of the Director Fee
Shares to John Zorbas to be fair and reasonable insofar as the
Company's shareholders are concerned.
Further, under the Company's memorandum and articles of
association, in the absence of board approval, a person whether by
himself or acting in concert with persons determined by the Board,
is restricted from acquiring shares in the Company which carry 30
per cent. or more of the voting rights attributable to those
shares. The issue of the Director Fee Shares would trigger this
provision in the Company's memorandum and articles of association
however, the Directors with the exception of John Zorbas have
consented to the issue of the Director Fee Shares.
Effect on share capital
Following the issue of Subscription Shares, Director Fee Shares
and Convertible Loan together with the associated Subscription
Warrants, Director Warrant and Conversion Loan Warrants, the
following table illustrates the potential effects on the issued
share capital of the Company:
Number of Ordinary
Shares
Existing Ordinary Shares as at
5 May 2020 780,571
-------------------
Subscription Share issue 235,294
-------------------
Director Fee Share issue 470,588
-------------------
Issue on conversion of Loan Note
* 237,376
-------------------
Issue on exercise of Subscription
Warrants 235,294
-------------------
Issue on exercise of Conversion
Loan Warrants 237,376
-------------------
Issue on exercise of Director
Warrant 470,588
-------------------
Total Ordinary Shares in issue 2,667,087
-------------------
*Assuming the Loan Notes are converted at 85 pence per Ordinary
Share. The Loan Notes may convert at a different price.
Shareholders should note that, depending on the circumstances,
there could be a materially increased or reduced level of share
dilution, if the Loan Notes convert at a discount or premium to 85
pence per Ordinary Share.
Admission and Total Voting Rights
Application will be made for the Subscription Shares and the
Director Fee Shares to be admitted to trading on AIM which is
expected to occur on or around 13 May 2020 ("Admission"). Following
Admission of the Subscription Shares and the Director Fee Shares,
the Company's ordinary issued share capital will comprise 1,486,453
depositary interests of no par value each.
This number will represent the total voting rights in the
Company, and following Admission, may be used by shareholders as
the denominator for the calculation by which they can determine if
they are required to notify their interest in, or a change to their
interest in, the Company. The new shares will rank pari passu in
all respects with the ordinary shares of the Company currently
traded on AIM.
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) Name
John Zorbas
-------------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status
Chief Executive Officer
-------------------------------- ----------------------------------------------
b) Initial notification
/Amendment Initial Notification
-------------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name
URU Metals Limited
-------------------------------- ----------------------------------------------
b) LEI
213800ZPHWT9VE1H1Q84
-------------------------------- ----------------------------------------------
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 Depositary interests of no par value
instrument, type of each
instrument
Identification code ISIN: VGG930042012
b) Nature of the transaction
1. Issue of 470,588 Ordinary Shares
in lieu of fees and salary
2. Issue of 470,588 Director Warrants
-------------------------------- ----------------------------------------------
c) Price(s) and volume(s)
------------------------- ----------------
Price(s) Volume(s)
------------------------- ----------------
1. 85 pence 470,588
--------------------------------------------------------------- ----------------
2. 85 pence 470,588
--------------------------------------------------------------- ----------------
d) Aggregated information Price(s) Volume(s)
1. 85 pence 470,588
-------------
2. 85 pence 470,588
-------------
----------------------------------------------
- Aggregated volume
- Price
e) Date of the transaction 6 May 2020
-------------------------------- ----------------------------------------------
f) Place of the transaction XLON
-------------------------------- ----------------------------------------------
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 further information, please contact:
URU Metals Limited
John Zorbas
(Chief Executive Officer) +1 416 504 3978
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker)
Ewan Leggat + 44 (0) 203 470 0470
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
DSHFLFEEEVIRIII
(END) Dow Jones Newswires
May 06, 2020 11:56 ET (15:56 GMT)
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