TIDMACP
Armadale Capital Plc / Index: AIM / Epic: ACP / Sector:
Investment Company
27 February 2019
Armadale Capital Plc ('Armadale' or 'the Company')
Strategic Financing & Corporate Update
Proposed Director Appointment & New Joint Broker
Armadale Capital plc (LON: ACP) the AIM quoted investment
company focused on natural resource projects in Africa, is pleased
to announce a strategic financing and corporate update including a
proposed director appointment and the appointment of a new joint
broker.
Highlights:
-- Completion of a strategic financing raising GBP795,275 through a placing
and subscription of 72,297,728 new ordinary shares
("Financing
Shares") at a price of 1.1p per share to support the completion
of the
Definitive Feasibility Study for the Mahenge Liandu Graphite
project
in Tanzania;
-- Each Financing Share has an attaching warrant to subscribe for a
further new ordinary share at a price of 2.2p with a life to
expiry of
three years from admission of the Financing Shares
(72,297,728
"Financing Warrants");
-- Proposed appointment of Paul Johnson, former CEO of natural resource
investing company Metal Tiger plc onto the board of Armadale,
in
connection with the strategic financing (subject to completion
of
standard new director due diligence); and
-- SI Capital Limited to be appointed as a new joint broker to the
Company with immediate effect following their significant
contribution
to the strategic financing
Nick Johansen, Director of Armadale said: "The strategic
financing announced today provides the necessary capital to secure
the completion of the Company's key Definitive Feasibility Study
for its Mahenge Liandu Graphite project and will bring Armadale to
the point at which we will make the decision to mine.
"The Mahenge Liandu Graphite deposit is one of the highest-grade
large flake deposits globally with a JORC Resource of 51.1Mt at
9.3% TGC, including 38.7Mt Indicated at 9.3% and 12.4Mt Inferred at
9.1% TGC. We believe that the DFS, to be published later this year,
will highlight and confirm the compelling economics established in
the Scoping Study released in March 2018. This Scoping Study
demonstrated a project NPV of US$349m and a project IRR of 122%.
Project capex drawdown calculated was US$35m demonstrating the
potential for an extremely low project development cost, against a
payback estimated of 1.2 years and a 32-year life of mine.
"Set against our listed peers in the graphite exploration and
development business the directors believe the Company is
considerably undervalued. As evidence of this belief, and our
commitment to be aligned with shareholders, my board colleagues,
together with our Project Manager and largest individual
shareholder, have all resolved to participate in the strategic
financing through direct contributions in the case of Paul Johnson,
or in lieu of loan repayments or fees.
"I am extremely pleased that, subject to completion of standard
director due diligence, Paul Johnson will be joining the board. We
look forward to working with Paul as the Company looks to deliver
the Definitive Feasibility Study findings and significantly enhance
awareness of the Company's value proposition. Similarly, we also
welcome SI Capital Limited as new joint broker and thank them for
their significant contribution to the strategic financing which has
put the Company in a robust financial position. We look forward to
increasing our corporate presence and investor profile over the
coming months as we deliver forthcoming developments in what is
expected to be a highly proactive and exciting period for the
Company."
Strategic Financing - Further Information
Armadale Capital has completed a strategic financing raising
GBP795,275 through the placing and subscription of 72,297,728 new
ordinary shares at a price of 1.1p per share.
The price of 1.1p represents the market bid price of the Company
as at market close on Friday 22 February 2019.
The strategic financing was undertaken with new and existing
investors to provide working capital to be applied principally to
the completion of the Definitive Feasibility Study currently
underway for Company's Mahenge Liandu Graphite project in
Tanzania.
New investor participation was secured largely through SI
Capital Limited, which following successful completion of the
strategic financing exercise, has been appointed as Joint Broker to
the Company.
Further information with regard to participation by a director,
senior management and the Company's largest individual shareholder,
is provided below.
Each Financing Share has an attaching warrant to subscribe for a
further new ordinary share at a price of 2.2p with a life to expiry
of three years from the admission of the placing share, resulting
in the issue of 72,297,728 Financing Warrants.
Should all Financing Warrants be exercised a further
GBP1,590,550 of working capital would be generated for the
Company.
Of the financing total, GBP622,500 represents new cash and
GBP172,775 represents settlement of outstanding creditors,
settlement of certain advisory fees and repayment of a loan
facility previously made to the Company.
Director and PDMR Dealing and Related Party Transactions
Steve Mahede (as a Director of the Company), Matt Bull (as
Technical Manager of the Company and a 'person discharging
managerial responsibility') and Kabunga Holdings Pty Ltd (as a
'substantial shareholder') are related parties of the Company (as
defined in the AIM Rules for Companies).
Steve Mahede, a director of the Company, (see section below:
PDMR dealing) has converted GBP8,250 of fees into new ordinary
shares on the same terms as the strategic financing for 750,000
Financing Shares and 750,000 Financing Warrants.
Resource Corporate Pty Limited, of which Matt Bull is the
beneficiary (see section below: PDMR dealing) has converted
GBP41,250 in respect of a loan previously provided to the Company,
into new ordinary shares on the same terms as the strategic
financing for 3,750,000 Financing Shares and 3,750,000 Financing
Warrants. In addition, Resource Corporate Pty Limited has converted
GBP45,125 of fees into new ordinary shares on the same terms as the
strategic financing for 4,102,273 Financing Shares and 4,102,273
Financing Warrants.
Kabunga Holdings Pty Limited, a connected party to Asimwe
Kabunga, (see section below: Related Party Dealing) has subscribed
GBP112,500 to the strategic financing for 10,227,273 new ordinary
shares and 10,227,273 warrants. In addition, Kabunga Holdings Pty
Limited has converted GBP48,150 of fees into new ordinary shares on
the same terms as the strategic financing for 4,377,273 Financing
Shares and 4,377,273 Financing Warrants.
The Independent Director, being Nicholas Johansen, considers
having consulted with the Company's nominated adviser, finnCap,
that the terms of Steve Mahede's and Kabunga Holdings Pty Ltd's
participation in the strategic financing are fair and reasonable
insofar as the Company's shareholders are concerned.
Following admission of the Financing Shares the relevant
holdings in the Company are as follows:
Name Current % of existing Number Number of % of issued
number number of Ordinary share
of of Ordinary Financing Shares capital as
Ordinary Shares Shares held enlarged
Shares subscribed post-Admission by the
held for Financing
Nicholas 2,012,122 0.7% 0 2,012,122 0.5%
Johansen
Matt Bull 23,683,852 8.6% 7,852,273 31,536,125 8.4%
Kabunga 34,455,871 11.4% 14,604,546 49,060,417 13.14%
Holdings
Pty Ltd
Steve Mahede 1,000,000 0.3% 750,000 1,750,000 0.5%
New Proposed Director Appointment
A further announcement including all required regulatory
disclosures will be made in due course in respect of the
appointment of Paul Johnson as Non-executive Director of the
Company, following satisfactory completion of standard new director
due diligence in line with normal market and regulatory
practice.
Value Generation Limited, which is a private company wholly
owned by Paul Johnson, and his wife Michelle Johnson, has
contributed GBP25,000 to the strategic financing for 2,272,727
Financing Shares and 2,272,727 Financing Warrants.
In addition, upon appointment the Company has agreed to issue
7,500,000 options to Mr Johnson at an exercise price of 2.2p and a
life to expiry of three years. Of the 7,500,000 options, 5,000,000
options will vest immediately, and 2,500,000 options will vest
after 12 months service to the company.
New Joint Broker Appointment
SI Capital Limited is appointed as Joint Broker to the Company
with immediate effect and is awarded with 695,000 warrants ("Broker
Warrants") to subscribe for new ordinary shares at an exercise
price of 2.2p, with a life to expiry of three years. SVS Securities
has ceased to be the Company's Joint Broker with immediate
effect.
Admission and Total Voting Rights
The Placing is subject, inter alia, to admission of the
Financing Shares to trading on AIM ("Admission"), which is expected
to occur on or around 12 March 2019. Application has been made to
the London Stock Exchange for the Financing Shares to be admitted
to trading on AIM. The Financing Shares will, when issued, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Following Admission, the Company will have 375,331,704 Ordinary
Shares in issue. The Company has no shares in treasury, therefore
the figure of 375,331,704 should 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 of their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
The information below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014.
**ENDS**
Enquiries:
Armadale Capital Plc +44 20 7236 1177
Tim Jones, Company Secretary
Nomad and Broker: finnCap Ltd +44 20 7220 0500
Christopher Raggett / Max Bullen-Smith
Joint Broker: SI Capital Limited +44 1483 413500
Nick Emerson
Press Relations: St Brides Partners Ltd +44 20 7236 1177
Susie Geliher / Juliet Earl
Notes for Editors:
Armadale Capital Plc is focused on investing in and developing a
portfolio of investments, targeting the natural resources and/or
infrastructure sectors in Africa. The Company, led by a team with
operational experience and a strong track record in Africa, has a
strategy of identifying high growth businesses where it can take an
active role in their advancement.
The Company's primary value driver is its 100% ownership of the
Mahenge Liandu Graphite Project in south-east Tanzania. The Project
is located in a highly prospective region with a high-grade JORC
compliant Indicated and inferred mineral resource estimate of
51.1Mt @ 9.3% TGC, making it one of the largest high-grade
resources in Tanzania. Work to date has demonstrated Mahenge
Liandu's potential as a commercially viable deposit with
significant tonnage, high-grade coarse flake and near surface
mineralisation (implying a low strip ratio) contained within one
contiguous ore body. A Scoping Study released in March 2018
demonstrated a project NPV of US$349m and a project IRR of 122%.
Project capex drawdown calculated was US$35m demonstrating the
potential for an extremely low project development cost, against a
payback estimated of 1.2 years and a 32 year life of mine.
More information can be found on the website
www.armadalecapitalplc.com.
1 Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA")
a) Name Steve Mahede
2. Reason for the Notification
a) Position/status PDMR - 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 Armadale Capital plc
b) LEI 213800495EK876JETD10
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 instrument, type of instrument Ordinary Shares of 0.1 pence each
Identification code GB00BYMSY631
b) Nature of the transaction Subscription for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1.1 pence 750,000
d) Aggregated information: Single transaction as per 4 (c)
Aggregated volume Price
e) Date of the transaction 25 February 2019
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA")
a) Name Matt Bull
2. Reason for the Notification
a) Position/status PDMR - Technical Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Armadale Capital plc
b) LEI 213800495EK876JETD10
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 instrument, type of instrument Ordinary Shares of 0.1 pence each
Identification code GB00BYMSY631
b) Nature of the transaction Subscription for Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1.1 pence 7,852,273
d) Aggregated information: Single transaction as per 4 (c)
Aggregated volume Price
e) Date of the transaction 25 February 2019
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190227005354/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
February 27, 2019 05:15 ET (10:15 GMT)
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