TIDMBMN
RNS Number : 8724Q
Bushveld Minerals Limited
23 October 2019
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.
23 October 2019
Bushveld Minerals Limited
("Bushveld Minerals" or the "Company")
Early settlement of the Yellow Dragon earn-out
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated
primary vanadium producer, with ownership of high grade vanadium
assets in South Africa, is pleased to announce it has agreed an
early settlement of the Yellow Dragon Holdings' earn-out payable
under the Bushveld Vametco Limited acquisition agreement.
The early settlement is in line with the Company's strategy to
simplify its balance sheet and corporate structure while taking
into account current market dynamics. This strategy has seen the
Company acquire Yellow Dragon Holdings' interest in Bushveld
Vametco Limited, acquire all the shares in Strategic Minerals
Corporation that it did not already own and redeem the preference
shares in Bushveld Vametco Alloys that were held by Strategic
Minerals, a wholly owned subsidiary of Bushveld Minerals.
As part of the Vametco acquisition terms announced on 30
November 2017, Bushveld Minerals agreed to make further deferred
payments to Yellow Dragon as follows:
-- Two deferred payments of US$0.6 million each, payable
following publication of the accounts for Vametco Holdings Limited
for respectively the years ending 31 December 2018 and 31 December
2019; and
-- A final payment to be made on publication of the Vametco
Holdings Limited accounts for the year ended 31 December 2020 to be
calculated by reference to Vametco Holdings Limited's EBITDA for
the 2020 financial year. The payment being calculated on the
following basis 4.5x EBITDA (as shown in the 2020 Accounts) x 5.91
per cent.
The Company has to date paid the first of the two US$0.6 million
payments, following which the two parties agreed on an early
settlement for the balance of amounts payable to be settled as
follows:
-- Full and final settlement of the earn out of US$13,500,000,
being an all-in total payment comprising:
o A cash component payment totalling US$3,000,000; and
o A total of US$10,500,000 payable in 33,914,729 Bushveld
Minerals Limited ordinary shares of 1.0 penny each to be issued at
a price of GBP0.24 (which favourably compares to the 10 day volume
weighted average price of GBP0.235 and the 20 day volume weighted
average price of GBP0.226, as at 22 October 2019).
The shares issued to Yellow Dragon are subject to a 6 month
lock-in arrangement and a further 6 month orderly market
arrangement which are subject to certain exceptions and may
otherwise only be waived with the consent of the Company's
brokers.
The cash component of the earn-out early settlement is to be
settled on or before 31 October 2019.
Fortune Mojapelo, CEO of Bushveld Minerals Limited,
commented:
"We are pleased to have agreed terms with Yellow Dragon for the
early settlement of the earn-out under our 2017 Bushveld Vametco
acquisition terms. This represents the final leg of our balance
sheet simplification exercise, which we are pleased to coincide
with the completion of the Vanchem acquisition, which is expected
to complete shortly. We would also like to take this opportunity to
thank Yellow Dragon for its support over the years, particularly at
the time of the transformational Vametco acquisition. Their
contribution to our success, along with their long-standing
presence as one of our significant shareholders, is
appreciated."
Admission to AIM and Total Voting Rights
Application will be made for admission of the 33,914,729 new
Ordinary Shares to trading on AIM ("Admission") and it is expected
that Admission will take place and that trading will commence on
AIM at 8.00 a.m. on or around 29 October 2019. The deferred
consideration shares represent 2.94% of the enlarged share capital
of the Company.
Following Admission, there will be a total of 1,153,642,682
Ordinary Shares in issue, 670,000 of which are held in treasury.
Shareholders should use the figure of 1,152,972,682 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 FCA's Disclosure and
Transparency Rules.
Enquiries: info@bushveldminerals.com
+27 (0) 11 268
Bushveld Minerals 6555
Fortune Mojapelo, Chief Executive
Officer
Chika Edeh, Head of Investor
Relations
SP Angel Corporate Finance Nominated Adviser +44 (0) 20 3470
LLP & Broker 0470
Ewan Leggat / Richard Morrison
Abigail Wayne / Richard Parlons
+44 (0) 20 7236
BMO Capital Markets Limited Joint Broker 1010
Jeffrey Couch / Tom Rider
Michael Rechsteiner / Neil
Elliot
+44 (0) 20 7418
Peel Hunt LLP Joint Broker 8900
Ross Allister/ James Bavister
David McKeown
+44 (0) 20 7920
Tavistock Financial PR 3150
Charles Vivian / Gareth Tredway
Financial PR (South +27 (0) 11 502
Brunswick Africa) 7300
Miyelani Shikwambana
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, integrated, primary vanadium
producer, with ownership of high-grade vanadium assets.
The Company's flagship vanadium platform includes a 74 per cent
controlling interest in Bushveld Vametco Alloys (Pty) Ltd, a
primary vanadium mining and processing company; the Mokopane
Vanadium Project and the Brits Vanadium Project.
Bushveld's vision is to become a significant, low-cost,
integrated primary vanadium producer through owning high-grade
assets. This incorporates development and promotion of the role of
vanadium in the growing global energy storage market through
Bushveld Energy, the Company's energy storage project developer and
component manufacturer. Whilst the demand for vanadium remains
largely anchored in the steel industry, Bushveld Minerals believes
there is strong potential for an imminent and significant global
vanadium demand surge from the fast-growing energy storage market,
particularly through the use and adoption of Vanadium Redox Flow
Batteries.
While the Company's focus is on vanadium operations and the
development and promotion of VRFBs, it has additional investments
in coal, power and tin.
The Company's approach to project development recognises that,
whilst attractive project economics are imperative, they are
insufficient to secure capital to bring them to account. A clear
path to production within a visible timeframe, low capital
expenditure requirements and scalability are important factors in
ensuring a positive return on investment. This philosophy is core
to the Company's strategy in developing projects.
Detailed information on the Company and progress to date can be
accessed on the website www.bushveldminerals.com.
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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