TIDMFCR
RNS Number : 7865O
Ferrum Crescent Ltd
22 May 2018
22 May 2018
Ferrum Crescent Limited
("FCR", the "Company" or the "Group")(ASX, AIM, JSE: FCR)
Completion of Fundraising, Issue of Equity and Options
and Directors' Dealings
FCR, the European lead-zinc explorer, is pleased to announce
that further to the receipt of shareholder approval at yesterday's
General Meeting, the Company has today issued the various new
ordinary shares and options detailed in the notice of general
meeting and explanatory statement (together, the "Notice")
published on 17 April 2018 and successfully completed its
conditional fundraising announced on 20 March 2018.
Issue of Equity
Placing and Subscription Shares and Corporations Act
Confirmations
The equity fundraising comprised a placing and subscription to
raise, in aggregate, approximately GBP1 million (before expenses),
through the issue of, in aggregate, 1,739,130,435 new ordinary
shares of no par value each in the capital of the Company
("Ordinary Shares") (the "Placing and Subscription Shares") at a
price of 0.0575 pence per share (the "Fundraising").
The Fundraising provides sufficient financing and general
working capital to enable the Company to progress the resource
delineation and commissioning of an initial scoping study in
respect of the Company's wholly owned Toral lead-zinc project,
located in the Province of Le n, northern Spain.
In particular, the net proceeds will enable FCR to build upon
the Toral project's maiden JORC (2012) zinc, lead and silver
resource estimate of 16Mt@6.9% Zinc equivalent (including lead
credits) and 25 g/t Silver, as announced on 6 February 2018, via
the completion of all key stage 1 work for 2018, including:
-- an 8 hole drilling programme East along strike to potentially
identify further scale for the resource;
-- an initial scoping study to better assess the Toral project,
detailing infrastructure requirements, potential mining
methodologies and marketing options; and
-- metallurgical test work on existing core samples to progress
the Company's understanding of likely, saleable concentrates from a
full mining operation.
The Company hereby notifies ASX under section 708A(5)(e) of the
Corporations Act (the "Act") in compliance with the requirements of
section 708A(6) of the Act. The Company also advises that as at the
date of this announcement:
1. the shares were issued without disclosure to investors under
Part 6D.2 of the Act;
2. the Company has complied with the provisions of Chapter 2M of
the Act as they apply to the Company;
3. the Company has complied with section 674 of the Act; and
4. as at the date of this announcement, there is no
information:
a. that has been excluded from a continuous disclosure notice in
accordance with the ASX Listing Rules; or
b. that investors and their professional advisers would
reasonably require for the purpose of making an informed assessment
of:
i. the assets and liabilities, financial position and
performance, profits and losses and prospects of the Company;
or
ii. the rights and liabilities attaching to the shares.
Director Fee Shares
Further to the approval of resolutions 8 to 10, as set out in
the Notice, and in order to conserve the Company's cash reserves
and thereby maximise the funds available for the group's
exploration activities, the Company has today issued, in aggregate,
55,345,793 new Ordinary Shares (the "Director Fee Shares") to
certain of the Company's directors in lieu of outstanding fees at
the same price (0.0575 pence per share) as the shares issued
pursuant to the Fundraising. Further details and the resultant
benefical shareholdings of each director receiving new Ordinary
Shares are set out below:
Director Previous Fee Amount Number Resultant Resultant
holding / Period of Director holding percentage
of Ordinary Fee Shares of Ordinary of voting
Shares received Shares rights
held
Myles
Campion - GBP10,645 18,514,492 18,514,492 0.38
(Oct - Dec
2017)
Evan Kirby 10,900 GBP7,428 12,918,258 12,929,158 0.27
(Aug - Dec
2017)
Laurence
Read - GBP13,750 23,913,043 23,913,043 0.49
(Oct - Dec
2017)
The settlement of outstanding fees due to three of the Company's
directors via the issue of new Ordinary Shares, as set out above,
is considered to be a related party transaction pursuant to Rule 13
of the AIM Rules for Companies ("AIM Rule 13"). Accordingly, the
independent directors, being Colin Bird and Daniel Smith, having
consulted with the Company's Nominated Adviser, Strand Hanson
Limited ("Strand Hanson"), consider that the terms of the issue of
the Director Fee Shares are fair and reasonable insofar as the
Company's shareholders are concerned. Following the issue and
admission to trading today of the abovementioned Placing and
Subscription Shares and Director Fee Shares, the total issued
ordinary share capital of the Company comprises 4,849,757,667
Ordinary Shares.
Issue of Options
Placing Options and Broker Options in respect of the November
2017 fundraising
Further to the approval of resolutions 3 and 4, as set out in
the Notice, and in accordance with the terms of the placing
announced on 2 November 2017 (the "Placing"), the Company has today
issued, in aggregate, 185,249,929 options to the placees concerned
exercisable at a price of 0.075 pence per new Ordinary Share for a
period of thirty months from their date of issue (the "Placing
Options"). Further to the approval of resolution 4, as set out in
the Notice, 25,000,000 of the Placing Options have been issued to
Mr Colin Bird, being the Company's Non-Executive Chairman and a
participant in the Placing in a private capacity prior to joining
the board on 11 January 2018.
The issue of Placing Options to Mr Bird is considered to be a
related party transaction pursuant to AIM Rule 13. Accordingly, the
independent directors, being Myles Campion, Evan Kirby, Laurence
Read and Daniel Smith, having consulted with the Company's
Nominated Adviser, Strand Hanson, consider that the terms of the
issue of the Placing Options to Mr Bird are fair and reasonable
insofar as the Company's shareholders are concerned.
In addition, pursuant to the approval of resolution 5, as set
out in the Notice, and the Company's announcement of 2 November
2017, the Company has today issued a further 50,000,000 options to
Beaufort Securities Limited exercisable at a price of 0.075 pence
per new Ordinary Share for a period of thirty months from their
date of issue (the "Broker Options").
Incentive Options
Further to the approval of resolutions 11 to 15 inclusive, as
set out in the Notice, the Company has today granted, in aggregate,
337,500,000 options to the Company's directors exercisable at a
price of 0.0575 pence per new Ordinary Share for a period of five
years from their date of issue (the "Incentive Options"), in
accordance with the terms of the Company's Incentive Plan approved
by shareholders at the Company's general meeting held on 11 May
2017.
Further details and the resultant total options held by each of
the directors are set out below:
Director Previous Number of Exercise Expiry Resultant
holding Incentive price date holding
of options Options per share of options
granted (p)
Myles
Campion - 112,500,000 0.0575 22.5.23 112,500,000
Laurence
Read - 112,500,000 0.0575 22.5.23 112,500,000
Colin
Bird - 80,000,000 0.0575 22.5.23 105,000,000*
Evan Kirby - 22,500,000 0.0575 22.5.23 22,500,000
Daniel
Smith - 10,000,000 0.0575 22.5.23 10,000,000
* - includes the 25,000,000 Placing Options exercisable at
0.075p until 22.11.20 as referred to above.
Adviser Options and Former Director Options
Further to the approval of resolution 6, as set out in the
Notice, the Company has today issued 66,666,666 options to HD
Capital Partners Limited exercisable at a price of 0.075 pence per
new Ordinary Share on or before the date falling twenty-four months
from their date of issue (the "Adviser Options").
In addition, further to the approval of resolution 16, as set
out in the Notice, the Company has today issued a further
10,000,000 options to Mr Grant Button, a former non-executive
director of the Company, exercisable at a price of 0.075 pence per
new Ordinary Share on or before the date falling three years from
their date of issue (the "Former Director Options").
The associated Appendix 3B pursuant to the ASX Listing Rules
with respect to the issue of the abovementioned securites can be
viewed here:
http://www.rns-pdf.londonstockexchange.com/rns/7865O_1-2018-5-21.pdf
For further information on the Company, please visit
www.fcrexploration.com or www.ferrumcrescent.com or contact:
Ferrum Crescent Limited
Daniel Smith, Non-Executive Director and Company Secretary
(Australia)
T: +61 8 9486 4036
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker
T: +44 (0)20 3621 4120
Peterhouse Corporate Finance Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Heena Karani
T: +44 (0)20 7469 0930
Sasfin Capital Proprietary Limited (a member of the Sasfin
group) (JSE Sponsor)
Sharon Owens
T (direct): +27 11 809 7762
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 ("MAR").
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 1. Myles Campion
2. Evan Kirby
3. Laurence Read
--- ------------------------------- ----------------------------------
2. Reason for the Notification
--- -------------------------------------------------------------------
a) Position/status 1. Technical Director
2. Non-Executive Director
3. 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 Ferrum Crescent Limited
--- ------------------------------- ----------------------------------
b) LEI 2138008QU5PGK777XM59
--- ------------------------------- ----------------------------------
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 Issue of Ordinary Shares
Financial instrument, in lieu of outstanding fees
type of instrument
--- ------------------------------- ----------------------------------
Identification code AU000000FCR2
--- ------------------------------- ----------------------------------
b) Nature of the Transaction Issue of Ordinary Shares
--- ------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------ ------------
1. 0.0575 pence 18,514,492
2. 0.0575 pence 12,918,258
3. 0.0575 pence 23,913,043
------------------ ------------
--- ------------------------------- ----------------------------------
d) Aggregated information N/A
Aggregated volume
price
--- ------------------------------- ----------------------------------
e) Date of the transaction 22 May 2018
--- ------------------------------- ----------------------------------
f) Place of the transaction AIM (LSE)
--- ------------------------------- ----------------------------------
1. Details of the person discharging managerial
responsibilities / person closely associated
--- -----------------------------------------------------------------------
a) Name 1. Myles Campion
2. Evan Kirby
3. Laurence Read
4. Colin Bird
5. Daniel Smith
--- ------------------------------- --------------------------------------
2. Reason for the Notification
--- -----------------------------------------------------------------------
a) Position/status 1. Technical Director
2. Non-Executive Director
3. Executive Director
4. Non-Executive Chairman
5. 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 Ferrum Crescent Limited
--- ------------------------------- --------------------------------------
b) LEI 2138008QU5PGK777XM59
--- ------------------------------- --------------------------------------
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 Issue of Options under Company's
Financial instrument, Incentive Plan
type of instrument
--- ------------------------------- --------------------------------------
Identification code AU000000FCR2
--- ------------------------------- --------------------------------------
b) Nature of the Transaction Issue of Options under Company's
Incentive Plan
--- ------------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------------ -------------
1. 0.0575 pence 112,500,000
2. 0.0575 pence 22,500,000
3. 0.0575 pence 112,500,000
4. 0.0575 pence 80,000,000
5. 0.0575 pence 10,000,000
------------------ -------------
--- ------------------------------- --------------------------------------
d) Aggregated information N/A
Aggregated volume
price
--- ------------------------------- --------------------------------------
e) Date of the transaction 22 May 2018
--- ------------------------------- --------------------------------------
f) Place of the transaction AIM (LSE)
--- ------------------------------- --------------------------------------
1. Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Name Colin Bird
--- ------------------------------- ----------------------------
2. Reason for the Notification
--- -------------------------------------------------------------
a) Position/status Non-Executive Chairman
--- ------------------------------- ----------------------------
b) Initial notification/amendment Initial notification
--- ------------------------------- ----------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- -------------------------------------------------------------
a) Name Ferrum Crescent Limited
--- ------------------------------- ----------------------------
b) LEI 2138008QU5PGK777XM59
--- ------------------------------- ----------------------------
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 Issue of Placing Options
Financial instrument,
type of instrument
--- ------------------------------- ----------------------------
Identification code AU000000FCR2
--- ------------------------------- ----------------------------
b) Nature of the Transaction Issue of Placing Options
--- ------------------------------- ----------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
------------- -----------
0.075 pence 25,000,000
------------- -----------
--- ------------------------------- ----------------------------
d) Aggregated information N/A
Aggregated volume
price
--- ------------------------------- ----------------------------
e) Date of the transaction 22 May 2018
--- ------------------------------- ----------------------------
f) Place of the transaction AIM (LSE)
--- ------------------------------- ----------------------------
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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