Premier African Minerals Limited Cancellation of Warrants, Placing and Update (9584H)
16 March 2018 - 6:45PM
UK Regulatory
TIDMPREM
RNS Number : 9584H
Premier African Minerals Limited
16 March 2018
Premier African Minerals Limited / Ticker: PREM / Index: AIM /
Sector: Mining
For immediate release
16 March 2018
Premier African Minerals Limited
Cancellation of Darwin Warrants, Placing and Corporate
Update
The Board of Premier African Minerals Limited ("Premier" or the
"Company") is pleased to announce a placing today to raise
GBP400,000 before expenses at an issue price of 0.16 pence per new
ordinary share, the net proceeds of which will be used to cancel
all the existing warrants held by Darwin Capital Limited ("Darwin")
and for general working capital purposes.
Cancellation of Darwin Warrants
The Company has agreed with Darwin that the entire holding of
205,354,165 warrants held by Darwin will be cancelled for a cash
payment by Premier of GBP145,000. The Board believes that the
continuing existence of the warrants, which have downwards
adjustable exercise prices, and which required Darwin's advance
permissions for certain share issuance, created an overhang and
that the cancellation is in shareholder's best interests. The
payment for the warrant cancellation reflected the Board's
assessment of the fair value of the Darwin warrants based on a
Black Scholes valuation.
Placing
Premier has today issued by way of a placing ("Placing"),
conditional on admission 250,000,000 new ordinary shares of 0.1
pence each ("Placing Shares") at a subscription price of 0.16 pence
per Placing Share. The Placing Shares will, when issued, rank pari
passu in all respects with the existing ordinary shares.
Application will be made for the Placing Shares to be admitted to
trading on AIM and admission is expected to take place on or around
22 March 2018. The Placing has been undertaken within the Company's
existing share authorities.
Corporate update on RHA Tungsten Mine ("RHA")
As announced on 16 January 2018, the Board had commenced
discussions with the National Indigenisation and Economic
Development Fund ("NIEEF") which has an interest of 51% in RHA in
respect of agreeing a mechanism to restructure its ownership of
RHA. These discussions continue and a further announcement will be
made in due course.
Total Voting Rights
Following the issue of the Placing Shares, the Company's issued
share capital consists of 6,822,936,370 Ordinary Shares, with
voting rights. This figure may be used by shareholders in the
Company as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing, with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its
securities.
George Roach, Premier's CEO, commented: "The existence of the
warrants constituted a capital overhang and a potential difficulty
in concluding negotiations currently underway. Worth noting that no
additional shares have been issued to Darwin in closing out their
warrant position.
Premier will bring the discussions with NIEEF to finality in the
very near future. Premier proposed and the board of NIEEF are in
principle supportive to the conversion of Premier's loan account
into equity in RHA, Premier would as a result of this conversion
own 90% of RHA. We are assured that the current procedural delays
will not persist.
We are encouraged with how our discussions with potential
partners to progress Zulu have advanced. Refinements to the work
programs and DFS process and requirements are ongoing and we expect
that as soon as the persistent rains abate, and we bring the
discussions underway to finality, accelerated work will resume at
this very exciting deposit."
Enquiries:
Premier African Tel: +44 (0)7734
Fuad Sillem Minerals Limited 922074
------------------ --------------------------- -----------------
Michael Cornish Beaumont Cornish Tel: +44 (0)
/ Roland Cornish Limited 20 7628 3396
(Nominated Adviser)
------------------ --------------------------- -----------------
Jerry Keen/Edward Shore Capital Stockbrokers Tel: +44 (0)
Mansfield Limited 20 7408 4090
------------------ --------------------------- -----------------
Notes to Editors:
Premier African Minerals Limited (AIM: PREM) is a
multi-commodity mining and natural resource development company
focused in Southern and Western Africa with production started at
its flagship RHA project in Zimbabwe.
The Company has a diverse portfolio of projects, which include
tungsten, rare earth elements, lithium and tantalum in Zimbabwe,
encompassing brownfield projects with near-term production
potential to grass-roots exploration. In addition, the Company
holds 5,010,333 shares in Circum Minerals Limited ("Circum"), the
owners of the Danakil Potash Project in Ethiopia, which has the
potential to be a world class asset. Premier also has an interest
in Casa Mining Limited, a privately-owned exploration company that
has a 71.25% interest in the 1.5-million-ounce inferred resource
Akyanga gold deposit in the DRC.
Forward Looking Statements:
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount. nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. Many factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward looking
statements.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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