TIDMRLD
RNS Number : 7910P
Richland Resources Ltd
05 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Richland Resources Ltd or other evaluation of any
securities of Richland Resources Ltd or any other entity and should
not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.
5 September 2017
Richland Resources Ltd
("Richland" or the "Company")
Equity fundraising of approximately GBP450,000 gross
and Directors' Dealing
Richland (AIM: RLD), the gemstones producer and developer, is
pleased to announce that it has conditionally raised, in aggregate,
approximately GBP450,000 (before expenses) through a subscription
of 64,285,714 new common shares of US$0.0003 each in the capital of
the Company ("Common Shares") (the "Subscription Shares") (the
"Subscription") by certain new and existing shareholders at an
issue price of 0.7 pence per Subscription Share (the "Subscription
Price").
Edward Nealon, Chairman of Richland, today commented:
"I am most pleased to announce this oversubscribed subscription
of GBP450,000. As recently reported, in Q2 2017, approximately 95%
of production and operating costs were covered by revenue at our
Capricorn Sapphire operations, with sustainable operational
profitability currently expected to be achieved in Q4 2017. Today's
financing will augment the group's general working capital
position, as well as bridging the gap until the Capricorn project
is profitable. It will also enable further exploration and
expansion work to be conducted, both on our mining and exploration
licences and in the region generally, in order to capitalise on
potential opportunities."
Details of the Subscription
Pursuant to the Subscription, certain new and existing
shareholders (including Bernard Olivier, Chief Executive Officer
and Nicholas Sibley, a Non-Executive Director of Richland, as
detailed in the table below), have agreed to subscribe for, in
aggregate, 64,285,714 new Common Shares at the Subscription Price.
The Subscription Price represents a premium of approximately 3.7
per cent. to the Company's closing middle market share price of
0.675 pence on 4 September 2017, being the latest practicable date
prior to this announcement.
The Subscription Shares have been issued conditional upon their
admission to trading on AIM ("Admission"). The Subscription Shares
represent, in aggregate, approximately 13.54 per cent. of the
Company's enlarged issued share capital (as enlarged by the
Subscription) (the "Enlarged Share Capital"). The Subscription
Shares will rank pari passu in all respects with the Company's
existing Common Shares and will be issued fully paid.
Application will be made to the London stock Exchange for
Admission and it is expected that Admission will become effective
and that dealings in the Subscription Shares will commence at 8.00
a.m. on 12 September 2017. Following Admission, the Company will
have 474,652,082 Common shares with voting rights in issue and
holds a further 7,275,000 Common Shares in treasury.
Pursuant to the Subscription, a warrant to subscribe for a
further 1 new Common Share at a price of 1 pence per share shall
accompany each Subscription Share (the "Warrants"). The Warrants
are exercisable for a period of one year from the date of
Admission, save that should the Company's volume weighted average
share price exceed 1.5 pence for a period of five consecutive
trading days the Company shall be entitled to give holders of the
Warrants 7 days' notice that their Warrants must be exercised
within a further 24 days, failing which they will otherwise
expire.
In connection with the Subscription, Salonica Group will also
receive a warrant over 3,000,000 Common Shares on the same terms as
the Warrants and conditional on Admission.
The net proceeds of the Subscription will be utilised for the
group's general working capital purposes.
Directors' Participation
Following the abovementionned issue of Subscription Shares to
Bernard Olivier and Nicholas Sibley, their beneficial shareholdings
in Richland will be as follows:
Director Position Current holding Subscription Resultant holding Percentage held
of Common Shares Shares issued of Common Shares of the Enlarged
Share Capital
following
Admission
----------------- ------------------- ------------------ ------------------ ------------------ ------------------
Chief Executive
Bernard Olivier Officer 5,920,572 2,857,143 8,777,715 1.85%
----------------- ------------------- ------------------ ------------------ ------------------ ------------------
Non-Executive
Nicholas Sibley Director 49,061,932 11,428,571 60,490,503 12.74%
----------------- ------------------- ------------------ ------------------ ------------------ ------------------
Related Party Transaction
The abovementioned participation by Bernard Olivier and Nicholas
Sibley in the Subscription (the "Director Subscription") is deemed
to be a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. Accordingly, the independent directors, being
all of the Company's directors other than Bernard Olivier and
Nicholas Sibley, having consulted with the Company's Nominated
Adviser, Strand Hanson Limited, consider that the terms of the
Director Subscription are fair and reasonable insofar as the
Company's shareholders are concerned.
For further information please contact:
Bernard Olivier Edward Nealon Mike Allardice
Chief Executive Officer Chairman Group Company Secretary
+61 4089 48182 +61 409 969 955 +852 91 864 854
Laurence Read Nominated Adviser Broker
Corporate Development Strand Hanson Limited Shore Capital Stockbrokers
and Communications James Harris Limited
Officer Matthew Chandler Jerry Keen (corporate
+44 (0) 20 3289 9923 James Dance broking)
+44 (0) 20 7409 3494 Toby Gibbs / Mark Percy
(corporate finance)
+44 (0) 20 7408 4090
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014.
PDMR Notification Forms:
The notifications below are made in accordance with the
requirements of MAR.
1. Details of the person discharging managerial responsibilities
/ person closely associated
--- --------------------------------------------------------------------
a) Name Bernard Olivier
--- -------------------------------- ----------------------------------
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 Richland Resources Ltd
--- -------------------------------- ----------------------------------
b) LEI N/A
--- -------------------------------- ----------------------------------
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 Common shares of US$0.0003 each
instrument, type of instrument
--- -------------------------------- ----------------------------------
Identification code BMG7567C1064
--- -------------------------------- ----------------------------------
b) Nature of the Transaction Equity subscription
--- -------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ----------
0.7p 2,857,143
--------- ----------
--- -------------------------------- ----------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume Price
--- -------------------------------- ----------------------------------
e) Date of the transaction 04 September 2017
--- -------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
--- -------------------------------- ----------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
--- --------------------------------------------------------------------
a) Name Nicholas Sibley
--- -------------------------------- ----------------------------------
2. Reason for the Notification
--- --------------------------------------------------------------------
a) Position/status Non-Executive Director
--- -------------------------------- ----------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- --------------------------------------------------------------------
a) Name Richland Resources Ltd
--- -------------------------------- ----------------------------------
b) LEI N/A
--- -------------------------------- ----------------------------------
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 Common shares of US$0.0003 each
instrument, type of instrument
--- -------------------------------- ----------------------------------
Identification code BMG7567C1064
--- -------------------------------- ----------------------------------
b) Nature of the Transaction Equity subscription
--- -------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- -----------
0.7p 11,428,571
--------- -----------
--- -------------------------------- ----------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume Price
--- -------------------------------- ----------------------------------
e) Date of the transaction 04 September 2017
--- -------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
--- -------------------------------- ----------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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