TIDMKIBO
RNS Number : 9320R
Kibo Mining Plc
27 September 2017
Kibo Mining Plc (Incorporated in Ireland) (Registration Number:
451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO ISIN: IE00B97C0C31
("Kibo" or "the Company")
Dated: 27 September 2017
CONVERTIBLE LOAN NOTES
Kibo Mining plc ("Kibo" or the "Company") (AIM: KIBO; AltX:
KBO), the Tanzania focused mineral exploration and development
company announces it has today (27 September 2017) issued
GBP1,550,000 in convertible loan notes (the "Notes") in the Company
to a new high net worth investor, Directors and management of the
Company, and Sanderson Capital Partners Limited ("Sanderson") The
subscription raises GBP500,000 new capital, satisfies GBP260,000 of
awards in lieu of the Company's Management Incentive Scheme, and is
in settlement of new terms agreed covering GBP790,000 of the
Discounted Debt Sale Facility (the "Facility") currently in place
between Sanderson and the Company (refer RNS of the 21 December
2016). Details of the Notes are set out below.
-- Maturity Date falling three months from the date of issue
-- Zero percent rate of interest
-- Conversion price equal to 90% of the average daily volume
weighted average price ("VWAP") at which the Shares shall have
traded on AIM during the 20 trading days immediately preceding the
date of conversion, rounded up to the next 1/10(th) of a pence, but
no lower than GBP0.05 per Share ("Conversion Price)
-- Face value repayable in cash at the election of the Company
at any time before the Maturity Date; - OR
-- Face value convertible at the election of the Subscriber at
any time before the Maturity Date to ordinary shares ("Shares") at
the Conversion Price; - OR
-- On the Maturity Date, the face value of the Convertible Notes
that remain outstanding will be automatically converted to Shares
at the Conversion Price.
The convertible loan subscriptions and details for each party
are as follows:
GBP500,000 cash for new capital from a high net worth
individual
GBP790,000 from Sanderson Capital Partners Limited
("Sanderson"). The Note issued to Sanderson is not in respect of
new capital raised, it is to accommodate a mutually agreed change
to the terms and conditions of the Facility currently in place
between Sanderson and the Company. The Company is granting
Sanderson the opportunity to convert some of the outstanding funds
drawn down by Kibo under the Facility to Kibo shares earlier, and
using a different VWAP, than stipulated under the current loan
arrangements. Further details on this are as follows;
-- the Facility (Sanderson) granted to Kibo was announced on the
21(st) December 2016 and provided for Kibo to drawdown under the
terms of the Facility
-- Repayment of funds drawn down are repayable to Sanderson on
receipt by Kibo of the USD 3.68 million payable to it by SEPCO III
when financial close has been reached on the Mbeya Coal to Power
Project (the "MCPP")
-- As financial close has not yet been reached on the MCPP, Kibo
is granting Sanderson an opportunity to undertake an early
conversion of part of the outstanding draw down amount, by
subscribing for a convertible loan note under this Note issue
-- The Conversion Price for the shares converted under the
convertible loan note will be determined on the basis of a 20 day
VWAP as opposed to the 30 day VWAP prior to the repayment date of
the total Facility amount as stipulated under the Facility
-- Sanderson has retained the option to convert up to 50% of the
total funds repayable on the repayment date (i.e. when Kibo receive
the SEPCO III payment) to Kibo shares under the terms of the
Facility, however any amount converted under this Note will be
offset in full against, and contribute to, filling this 50% limit.
This replaces the conversion provision in the Facility.
GBP260,000 from Directors and management of the Company who are
members of its Executive Committee (the "EXCO"). The loan notes
being issued to the EXCO are in lieu of bonus shares due as part of
an interim award under Kibo's Management Reward and Incentive
Scheme ("Management Incentive Scheme"). An interim award to the
EXCO under the Company's Management Incentive Scheme was approved
by its Remuneration Committee on the 23 November 2016 and by the
Kibo board on the 24(th) April 2017. The awards were to be settled
by way of issuance of bonus shares in the Company. The four EXCO
members have now agreed to accept this interim award by way of
receipt of this Note issue for an amount of GBP65,000 each under
the same repayment and conversion terms as the other Subscribers
outlined above. The EXCO members comprise: Kibo Directors Louis
Coetzee, Andreas Lianos and Noel O'Keeffe together with the
Company's COO Louis Scheepers.
Louis Coetzee, CEO of Kibo Mining, said: "We welcome the support
of all parties in the development of Kibo and the advancement of
our flagship Mbeya Coal to Power Project. All parties involved in
the uptake of the convertible loan notes understand the potential
of the Company and have agreed to subscribe, importantly at a price
not less than GBP0.05 per Share. We are delighted to welcome a new
highly supportive investor and also agree terms with Sanderson, who
have been extremely supportive since we arranged the facility in
December last year. Sanderson's participation in the convertible
loan note will also add a further GBP790,000 to Kibo's balance
sheet in cash receivable should Sanderson elect to convert under
the terms of the loan note. With a strong balance sheet and limited
field activity, we currently have a relatively low cash burn.
Finally, we believe the decision of the Directors and management
team to accept the Notes in lieu of bonus shares provide a good
signal to the market that we believe there is significant value to
be added going forward."
For further information please contact:
Louis Coetzee +27 (0) 83 Kibo Mining Chief Executive
2606126 Plc Officer
Andreas Lianos +27 (0) 83 River Group Corporate Adviser
4408365 and Designated
Adviser on
JSE
Jon Belliss +44 (0) 207 Beaufort Broker
382 8300 Securities
Limited
Andrew Thomson +61 8 9480 RFC Ambrian NOMAD on AIM
2500 Limited
Hugo de Salis +44 (0) 207 St Brides Investor and
/ Priit Piip 236 1177 Partners Media Relations
Ltd Adviser
Notes to editors:
Kibo Mining is listed on the AIM market in London and the AltX
in Johannesburg. Kibo Mining is focused on exploration and
development of mineral projects in Tanzania, and controls a large
mineral rights portfolio in Tanzania.
Kibo Mining holds a thermal coal deposit at Mbeya, which has a
significant NI 43-101compliant defined resource, and is developing
a 250-350 MW mouth-of-mine thermal power station, the Mbeya Coal to
Power Project ("MCPP"), previously called the Rukwa Coal to Power
Project ("RCPP"), with an established management team that includes
ABSA/Barclays as Financial Advisor. Kibo has completed a Coal
Mining Definitive Feasibility Study and a Power Pre- Feasibility
Study for the Mbeya project and has recently announced the
completion of an Integrated Bankable Feasibility Study report for
the project. On 25 August 2016, Kibo signed an Agreement with China
based EPC contractor SEPCO III granting it the right to become the
sole bidder for the EPC contract to build the power plant component
of the MCPP in exchange for SEPCO III refunding 50% of the
development costs incurred by Kibo to date on the project. Kibo has
already received the first tranche of this funding in the amount of
US$1.8 million on the 5th September 2016 and signed an EPC contract
with SEPCO III on the 19th December 2016.
Kibo also holds the Haneti Project on which the latest technical
report confirms prospectivity for nickel, PGMs, gold and strategic
metals including lithium.
Kibo Mining's projects are located in central Tanzania and in
the Mtwara Corridor in southern Tanzania where the Government has
prioritized infrastructural development attracting significant
recent investment in coal and uranium. Kibo Mining has a positive
working relationship with the Tanzanian Government at local,
regional and national levels and works hard to maintain positive
relationships with all communities where company interests are
held. Kibo Mining recognises the potential to enhance the quality
of life and opportunity for Tanzanian citizens through careful
development of its projects.
Updates on the Kibo Mining's activities are regularly posted on
its website www.kibomining.com.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
Johannesburg
27 September 2017
Corporate and Designated Adviser
River Group
This information is provided by RNS
The company news service from the London Stock Exchange
END
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