TIDMCRND

RNS Number : 1872O

Central Rand Gold Limited

05 February 2016

Central Rand Gold Limited

(Incorporated as a company with limited liability under the laws of Guernsey, Company Number 45108)

(Incorporated as an external company with limited liability under the laws of South Africa, Registration number 2007/0192231/10)

ISIN: GG00B92NXM24

   LSE share code: CRND   JSE share code: CRD 

("Central Rand Gold" or the "Company")

Subscription of 34,999,015 Ordinary Shares at 3.5 pence per Ordinary Share

Central Rand Gold is pleased to announce that it is undertaking a subscription to raise GBP1.22 million through the subscription of 34,999,015 new ordinary shares at an issue price of 3.5 pence per ordinary share (the "Issue Price") (the "Subscription"). 14,279,371 new ordinary shares have already been allotted under the Company's existing authorities (the "First Subscription Shares"). The issue of the remaining 20,719,644 new ordinary shares (the "Second Subscription Shares") is conditional, amongst other things, on the passing of a resolution to be proposed at an extraordinary general meeting of the Company (the "General Meeting").

Background to and reasons for the Subscription

As announced on 22 December 2015, the board of directors of Central Rand Gold (the "Board") terminated discussions with four Asian investor groups in relation to the potential sale of Central Rand Gold (Netherlands Antilles) N.V. ("CRGNV"). The significant uncertainty caused by falling commodity prices and difficult market conditions across the junior mining sector, along with Company-specific factors such as the continued dewatering of the Central Basin, meant that no unconditional and appropriately valued proposals had been received for CRGNV. The Board considered that the continuation of the process would unnecessarily prolong shareholder uncertainty with no immediate prospect of a satisfactory outcome.

The Company continued to negotiate with one Asian investor regarding a strategic investment into Central Rand Gold, along with other third party investors, to provide funding in order to pursue growth opportunities for the Company. The proceeds of the Subscription will be used primarily to strengthen the Company's balance sheet and provide working capital in order to undertake continued surface mining operations, identify and source further plant feed material and facilitate a programme of plant upgrades and efficiency processes to further improve plant availability and recovery rates.

The Witwatersrand area, having been a gold mining area for over 100 years, has numerous old sand, slimes and rock dumps. With some of the older gold mines coming to the end of their life span, Central Rand Gold has identified a number of these which may provide the Company with opportunities to secure future feedstock for its metallurgical plant. During 2015, the Company undertook an extensive surface exploration programme and a number of near surface opencast opportunities were identified. The Company is presently mining two opencast slots (namely Slot 5 and Slot 7) and plans to develop an additional opencast slot in 2016.

Based on preliminary fieldwork and sampling exercises, the Company expects that the already identified opencast operations will provide sufficient material at an acceptable grade so as to allow for continued operation of the mine for a number of years. However, further fieldwork and sampling will be required in order for the Company to categorise this material as reserves. The Company continues to identify and source additional material from external sources to supplement the opencast operations and maximise the metallurgical plant's capacity. The opportunity to secure material from external sources is significant and the Company continues to advance discussions with various parties involving significant quantities of ore bearing material.

The management team remains optimistic regarding the viability of the surface mining strategy and is committed to optimise this further, however this is considered by the Board as an interim measure whilst dewatering of the underground operations continues.

Should the Board be successful in pursuing the growth opportunities, such as the acquisition of additional surface material from third parties, then there may be a requirement for additional capital to fund such an acquisition. In these circumstances, the Board will consider making an open offer to shareholders as soon as practical following admission of the Second Subscription Shares at the Issue Price, in order to raise additional funding and to allow shareholders to participate in the future growth and development of Central Rand Gold's operations. The net proceeds of the open offer would provide Central Rand Gold with capital to strengthen its financial position and provide additional working capital for the purposes outlined above, particularly to secure additional feedstock.

Operational update

Acid Mine Drainage

During the last quarter of 2015, the High Density Sludge ("HDS") plant underwent a process of upgrading the two thickeners. The thickener upgrades to the HDS plant were completed in December 2015 and the pumping rate has now increased from 72 million litres per day to 84 million litres per day.

At 28 January 2016, the water table measured at Central Rand Gold's operations, was at approximately 143 vertical metres below surface ("vmbs"). The Board anticipates that it will be able to access Central Rand Gold's underground mining areas when the water table is approximately 185 vmbs, which following a period of rehabilitation, should enable Central Rand Gold's underground mining operations to re-commence during 2017.

Mining operations

In the 12 months ended 31 December 2015, 205,022 tonnes (2014: 160,981 tonnes) were mined from the Company's open pits and other surface material sources. The average grade for Central Rand Gold's surface mining was 1.79 g/t (2014: 2.88g/t which included material from underground operations) for the year. The reason for the reduced grades is a result of the closure of the underground operations, which contained higher grade material.

Processing results

In the 12 months ended 31 December 2015, 189,444 tonnes, which includes 6,721 tonnes of material which was toll treated through an external processing plant (2014: 183,410 tonnes), were processed by Central Rand Gold, a 3.3 per cent. increase on the prior year period.

Total gold produced in the 12 months to 31 December 2015 was 7,188 ozs (2014: 6,646 ozs); which was 8.2 per cent. higher than that in the prior year. Gold production was impacted by the head grade reducing from 1.88 g/t to 1.79 g/t in 2015, which again was as a consequence of the closure of the underground operations. The average grade is expected to remain at this level whilst surface mining continues.

Central Rand Gold has focussed on improving its plant capacity and efficiency during 2015. A new 243 square metre leach tank was constructed and commissioned in June 2015, which will assist in improving the gold recovery. Various other engineering improvements have been introduced, which have contributed to cost savings. The mine call factor continued on a positive trajectory with an average "face to pour" mine call factor of 78 per cent. for the 12 months ended 31 December 2015.

Details of the Subscription

The Company has conditionally raised gross proceeds of approximately GBP1.22 million (USD$1.76 million) through the proposed issue of 34,999,015 new ordinary shares (the "Subscription Shares") at the Issue Price of 3.5 pence per ordinary share. The Subscription Shares have been conditionally subscribed for by a number of high net worth individuals including the principal of Zhejiang Golden Machinery Plant. The Issue Price represents a discount of approximately 28.6 per cent. to the middle market closing price of 4.75 pence per ordinary share on 4 February 2016. The Subscription Shares will represent approximately 26.88 per cent. of the enlarged issued share capital.

The Subscription Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Subscription Shares will, when issued and fully paid, rank pari passu with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of admission. No temporary documents of title will be issued.

Subscription Agreements

The Company has entered into subscription agreements with four investors for 34,999,015 Subscription Shares at an Issue Price of 3.5 pence per ordinary share.

First Subscription Shares

The Company has raised gross proceeds of approximately GBP0.50 million pursuant to the first subscription in relation to 14,279,371 First Subscription Shares at an Issue Price of 3.5 pence per share. The First Subscription Shares have been allotted by the Company, conditional only upon First Admission. Application will be made to the London Stock Exchange and to the JSE Limited ("JSE") for the First Subscription Shares to be admitted to trading on AIM and AltX. It is expected that First Admission will become effective and that dealings will commence on AIM at 8.00 a.m. (UK time) and on AltX at 9.00 a.m. (South African time) ("First Admission").

Following admission of the First Subscription Shares, the total issued share capital of the Company will increase to 109,475,179 ordinary shares. The Company does not hold any shares in treasury and therefore the total number of voting rights will be 109,475,179 ordinary shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Second Subscription Shares

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February 05, 2016 02:15 ET (07:15 GMT)

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