13 October
2017
Altona Energy plc
(“Altona” or “the Company”)
Proposed Placing
to raise £210,000
Share Capital
Re-organisation
Notice of General
Meeting
The Board of Altona (AIM: ANR)
announces that it has conditionally raised £210,000 before expenses
through a placing of 420,000,000 new ordinary shares (“Placing
Shares”) at an issue price of 0.05p per share (the
“Placing”). The Placing is conditional, inter alia, on the
approval of shareholders at a General Meeting of the Company
further details of which are set out below.
Background to and reasons for the
Placing
On 25 September 2017 the Company
announced that further studies were required at the Arckaringa coal
project to establish the presence of dry coal in any of the areas
covered by the Company’s exploration licences. In addition,
also on 25 September 2017, the
Company announced that a default judgment had been entered against
the Company for £238,680.68 in respect of a claim by a former
director, who has alleged entitlement to a termination payment
under a settlement agreement. On 11
October 2017, the Company announced that it had been
successful in its application to the court to set aside the default
judgment, which is consequently no longer a current liability for
Altona. The Company will now
proceed with its defence against the claim.
The services of Runge Pincock Minarco Global (specialist mining
consultants) mentioned in the announcement of 25 September 2017 have not yet been engaged,
pending detailed discussions, which are expected to take place in
the next month, between the Company’s Australian joint venture and
WSP Australia Pty Ltd regarding its report which addresses the
possibility of conventional mining within the Company’s licenced
areas.
The Company has limited working capital and it has become
necessary for the Board to undertake the Placing to provide
additional funding.
The investors who are participating in the Placing (the
“Placees”) are experienced in the natural resources sector and have
indicated that they will work closely with the existing Board to
establish the best way to exploit the significant coal resources at
the Arckaringa project.
The Company has agreed that the Placees may, for as long as the
aggregate of their shareholdings in the Company is equal to or in
excess of 15 per cent. of the Company’s issued ordinary share
capital, nominate up to two persons to be directors of the Company.
The Placees have therefore proposed that Henry Kloepper joins the Board of Altona, subject to the passing of the
resolutions at the General Meeting.
Mr. Klopper is the Executive Chairman of URU Metals Limited
(AIM: URU) and is CEO of Captor Capital Corporation. Until
February this year, he was non-board CEO of Frontier Lithium Inc.,
which is developing a world-class lithium deposit in northwestern
Ontario. Mr. Kloepper has
worked in investment banking and structured finance throughout a 30
year career. He has held executive positions with JP Morgan,
Citibank, Bank of America, and North American Trust, in
Canada, the US and Europe.
The net proceeds of the Placing are expected to provide
sufficient funding to meet Altona’s immediate corporate costs.
Capital Re-organisation
Company law prohibits the issue of shares at a discount to their
nominal value. The proposed Placing price per share is less
than the nominal value (£0.001) of the Existing Ordinary Shares.
Accordingly, it is necessary to carry out the Capital
Re-organisation which will result in the nominal value of the New
Ordinary Shares being £0.0001. This is achieved by
sub-dividing each Existing Ordinary Share into one New Ordinary
Share of £0.0001 and one Deferred Share of £0.0009.
The Deferred Shares are effectively valueless and, in accordance
with current practice, the Company is to be given the right by
Resolutions 2 and 3 to acquire them for nil consideration and
cancel them.
Details of the Placing
The Placees have each conditionally agreed to subscribe for
210,000,000 New Ordinary Shares under the Placing at a subscription
price of £0.0005 per share payable in full in cash on subscription.
The New Ordinary Shares so subscribed, will rank pari passu
with the other New Ordinary Shares which will be in issue following
the passing of the Resolutions.
The placing commitments of the Placees are conditional upon:
-
The passing of the Resolutions;
-
Wintask Group Limited providing an irrevocable undertaking to
vote the 230,000,000 Existing Ordinary Shares held by it
(representing approximately 23.2 per cent. of the Company’s issued
share capital) in favour of the Resolutions; and
-
Admission of the Placing Shares to trading on AIM.
Condition (2) above has already been satisfied. It is expected
that the Placing will be completed shortly after the passing of the
Resolutions.
An application has been made for the Placing Shares to be
admitted to trading on AIM which is expected to occur at
8.00 a.m. on 1
November 2017 (“Admission”), subject to the resolutions
being passed at the General Meeting.
Recommendation
The Board consider that the Capital Re-organisation and Placing
are necessary to provide the Company with additional working
capital to assist in funding its immediate obligations, and are
therefore in the interests and for the benefit of the Company and
shareholders generally.
Accordingly, the Directors unanimously recommend that you vote
in favour of the resolutions being proposed at the Extraordinary
General Meeting, as they intend to do or procure to be done in
respect of their own and their connected persons’ beneficial
holdings. Wintask Group Ltd which holds Existing Ordinary
Shares representing 23.2 per cent. of the present issued share
capital of the Company, has given an irrevocable undertaking to
vote in favour of the Resolutions.
Qinfu Zhang, Executive Chairman of Altona, commented, “The Company faces a
difficult working capital situation and, after exhausting all usual
funding channels, we believe these new investors represent the best
opportunity for the future of Altona. The Company has exploration
licences which cover a significant coal asset in Southern
Australia. Working together with these new investors, who
have many years’ experience in the resources sector, we hope to
make progress in developing the Arckaringa project.”
Circular and General Meeting
A circular containing a notice of the General Meeting is
expected to be posted to shareholders later today and will be made
available on the Company's website www.altonaenergy.com. The
circular convenes a General Meeting of the Company to approve the
Placing and Capital Re-organisation to be held at the offices of
Welbeck Associates, 30 Percy Street, Fitzrovia, London W1T 2DB at 11.30
a.m. on 31 October 2017.
Total Voting Rights
With effect from Admission, the Company's issued ordinary share
capital will comprise 1,411,956,853 ordinary shares of 0.01p with
one vote per share. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares and
voting rights in the Company will be 1,411,956,853. This
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
-ends-
For further information, please visit www.altonaenergy.com or
contact:
Altona Energy
plc
Qinfu Zhang, Executive Chairman |
+44 (0)7555 679
245 |
Leander (Financial
PR)
Christian Taylor- Wilkinson |
+44 (0)7795 168
157 |
Northland Capital
Partners Ltd (Nomad and Broker)
Matthew Johnson / Gerry Beaney (Corporate Finance)
John Howes (Corporate Broking)
|
+44 (0)20 3861
6625 |
|
|