TIDMARCM
RNS Number : 4157Q
Arc Minerals Limited
19 February 2019
Arc Minerals Ltd / Epic: ARCM / Market: AIM / Sector: Mining
& Exploration
19 February 2019
Arc Minerals Ltd
('Arc' or the 'Company')
GBP2.2 million ($2.9m) Equity Injection
Highlights:
-- Non-brokered private placement of GBP2.2m ($2.9m)
-- Building a new strategic shareholder base
-- Accelerating drilling programme on new targets
Arc is pleased to announce that it has today placed a total of
73,600,009 Units at 3.00 pence per Unit, each Unit comprising one
(1) new ordinary share of no par value ("Placing Shares") and one
(1) share purchase warrant. Each warrant will entitle the Holder
for a period of 36 months to purchase one (1) ordinary share at
4.50 pence per share ("the Placing").
The Company did not utilise any broker services and as a result
no fees or commissions were paid in relation to the Placing for
total gross proceeds of GBP2,208,000.
Proceeds of the Placing will be used to fund the continuing
exploration and development work on the Company's Zamsort Copper
Project ("Zamsort") in Zambia and for general working capital
purposes.
Nick von Schirnding, Executive Chairman of the Company, said:
"We were approached by two family offices, one of which is already
a shareholder, for further funding to progress our newly identified
targets at Zamsort. This is a very good outcome for us and as a
result we will be accelerating work in respect of Cheyeza West and
other key targets and will start a comprehensive drilling programme
as soon as possible.
I look forward to an exciting time ahead with significant
newsflow for the Company as we deliver on our strategy."
Management Participation in the Placing
Mr Nick von Schirnding, Executive Chairman of Arc, agreed to
acquire 2,333,334 Placing Units at a price of 3.00 pence per Unit.
Upon Admission, Mr von Schirnding will have a beneficial interest
in 15,940,532 ordinary shares of no par value ("Ordinary Shares"),
representing approximately 2.26 per cent. of the enlarged Ordinary
Share capital of the Company. In addition, Mr von Schirnding will
hold 16.18 million options and warrants.
Mr Don Bailey, a non-executive director of the Company agreed to
acquire 433,334 Placing Units at a price of 3.00 pence per Unit.
Upon Admission, Mr Bailey will have a beneficial interest in
7,697,224 Ordinary Shares, representing approximately 1.09 per
cent. of the enlarged Ordinary Share capital of the Company. In
addition, Mr Bailey will hold 4.36 million options and
warrants.
Mr Mumena Mushinge, a non-executive director of the Company
agreed to acquire 333,334 Placing Units at a price of 3.00 pence
per Unit. At his appointment to the Company's board of directors on
5 February 2019, Mr Mushinge's beneficial interest was reported as
73,937,495 shares which included shares held by his wife. Mr
Mushinge's beneficial interest was in fact 57,069,129 shares,
representing approximately 9.03 per cent. of the Ordinary Share
capital at the time. Upon Admission of the Placing Shares, Mr
Mushinge will have a beneficial interest in 57,402,463 Ordinary
Shares, representing approximately 8.13 per cent. of the enlarged
Ordinary Share capital of the Company. In addition, Mr Mushinge
will hold 333,334 options and warrants.
Mr Brian McMaster, a non-executive director of the Company
agreed to acquire 333,334 Placing Units at a price of 3.00 pence
per Unit. Upon Admission, Mr McMaster will have a beneficial
interest in 2,555,557 Ordinary Shares, representing approximately
0.36 per cent. of the enlarged Ordinary Share capital of the
Company. In addition, Mr McMaster will hold 2.13 million options
and warrants.
Mr Vassilios Carellas, Chief Operating Officer of the Company,
agreed to acquire 200,000 Placing Units at a price of 3.00 pence
per Unit. Upon Admission, Mr Carellas will have a beneficial
interest in 2,656,112 Ordinary Shares, representing approximately
0.38 per cent. of the enlarged Ordinary Share capital of the
Company. In addition, Mr Carellas will hold 10.92 million options
and warrants.
Mr John Forrest, Chief Financial Officer of the Company, agreed
to acquire 133,334 Placing Units at a price of 3.00 pence per Unit.
Upon Admission, Mr Forrest will have a beneficial interest in
3,975,960 Ordinary Shares, representing approximately 0.56 per
cent. of the enlarged Ordinary Share capital of the Company. In
addition, Mr Forrest will hold 2.44 million options and
warrants.
Nick von Schirnding, Don Bailey, Mumena Mushinge and Brian
McMaster are directors of Arc Minerals, and are therefore regarded
as related parties as defined by the AIM Rules for Companies (the
"AIM Rules"). The grant of Units to each of them is classified as a
related party transaction for the purposes of Rule 13 of the AIM
Rules. Mr Jonathan de Thierry, being the independent director for
the purposes of Rule 13, considers, having consulted with the
Company's Nominated Adviser, SP Angel Corporate Finance LLP, that
the terms of the related party transaction are fair and reasonable
insofar as the shareholders of the Company are concerned.
Application for admission
The Placing Shares will rank pari passu in all respects with the
existing Ordinary Shares. Application will be made to the London
Stock Exchange for 73,600,009 Placing Shares to be admitted to
trading on AIM ('Admission'). It is expected that Admission will
become effective on or around 26 February 2019.
Total Voting Rights
Following the issue of the Placing Shares, the total issued
share capital of the Company will consist of 705,937,551 Ordinary
Shares with voting rights. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of voting rights in
the Company is 705,937,551 and 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.
The total issued share capital and total voting rights in the
Company as disclosed in the announcement of 29 November 2018 and
stated as 632,338,240 included a calculation error of 698 shares.
Correcting for this error, the total issued share capital and total
voting rights in the Company before the issue of the Placing Shares
was 632,337,542.
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.
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: 1. Nick von Schirnding
2. Don Bailey
3. Mumena Mushinge
4. Brian McMaster
5. Vassilios Carellas
6. John Forrest
----------------------------------------- ---------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------------
a) Position/status: 1. Executive Chairman
2. Non-executive Director
3. Non-executive Director
4. Non-executive Director
5. Chief Operating Officer
(non-board)
6. Chief Financial Officer
(non-board)
----------------------------------------- ---------------------------------------
b) Initial notification/Amendment: Initial notification
----------------------------------------- ---------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name: Arc Minerals Limited
----------------------------------------- ---------------------------------------
b) LEI: 213800XHFJVCC9GP2G75
----------------------------------------- ---------------------------------------
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 instrument, Ordinary shares of no par
type of instrument: value and warrants over
Identification code: ordinary shares of no par
value
VGG045791016
----------------------------------------- ---------------------------------------
b) Nature of the transaction: Purchase of shares
----------------------------------------- ---------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
1. 3.0 pence 1. 2,333,334
2. 3.0 pence 2. 433,334
3. 3.0 pence 3. 333,334
4. 3.0 pence 4. 333,334
5. 3.0 pence 5. 200,000
6. 3.0 pence 6. 133,334
-------------
----------------------------------------- ---------------------------------------
d) Aggregated information: Single transaction as in
Aggregated volume: 4 c) above Price(s) Volume(s)
Price: 3.0 pence 3,766,670
----------------------------------------- ---------------------------------------
e) Date of the transaction: 19 February 2019
----------------------------------------- ---------------------------------------
f) Place of the transaction: Off-market
----------------------------------------- ---------------------------------------
Notes to the Editors
Arc Minerals is an AIM listed exploration and mine development
company focused on a diversified portfolio of mining projects with
interests in Slovakia, Eritrea, the Democratic Republic of the
Congo and Zambia.
ARC Minerals current holdings include:
-- 100% interest in CASA Mining Limited, a private company that
has a 71.25% interest in the 3-million-ounce inferred Resource
Akyanga gold deposit in the DRC.
-- A 66% equity interest in Zamsort Limited ("Zamsort"), a
private company focused on a prospective copper and cobalt licence
in the Zambia Copperbelt, together with a convertible loan to
Zamsort which converts into approximately a five percent additional
equity interest in Zamsort.
-- 100% ownership of the Kremnica Mining Licence Area in
Slovakia which host the 1.3Moz AuEq Au PFS stage turec Gold
Project.
For more information visit www.arcminerals.com
**ENDS**
Contacts
Arc Minerals Ltd
Nick von Schirnding (Chairman) +44 (0) 20 3874 8664
SP Angel (Nominated Adviser
& Broker)
Ewan Leggat / Soltan Tagiev +44 (0) 20 3470 0470
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
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
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