TIDMFRI
RNS Number : 5767T
Frontier Resources International
21 July 2015
For immediate release
21 July 2015
Frontier Resources International Plc
("Frontier" or the "Company")
Additional placing, issue of settlement shares to directors
proposed AGR Loan conversion
Additional placing
The Board of Frontier (AIM Ticker: FRI) is pleased to announce
that further to the announcement on 17 July 2015 of the placing of
new ordinary shares to the value of GBP205,000 ("First Placing")
the Company has today conditionally issued, through a placing and
direct subscription, a further 42,403,571 new ordinary shares (the
"Second Placing Shares") at a placing price of 0.35p per Placing
Share (the "Placing Price") to raise GBP148,413 before expenses
subject to admission (the "Second Placing").
As announced on 30 June 2015, as the conditional subscription by
AGR Energy Limited No. II ("AGR Energy") and parties acting in
concert with it ("AGR Subscription") had not completed, the Company
needed to arrange alternative additional funding for its immediate
working capital requirements.
The proceeds of the First Placing and the Second Placing will
provide additional working capital for the Company which continues
to seek a farm-out of one or more of its projects in the Oman and
Namibia.
Director placing participation
Jack Keyes has subscribed GBP25,900 for 7,400,000 Second Placing
at the Placing Price and Neil Herbert has subscribed GBP25,000 for
7,142,857 Second Placing Shares at the Placing Price. The
subscription by Jack Keyes and Neil Herbert is a Related Party
transaction for the purposes of Rule 13 of the AIM Rules. The
Independent Directors, comprising the Board other than Jack Keyes
and Neil Herbert, having consulted with the Company's nominated
adviser, consider that the subscription by Jack Keyes and Neil
Herbert is fair and reasonable insofar as the Company's
shareholders are concerned. The Independent Directors have taken
into account in particular that Jack Keyes and Neil Herbert are
subscribing on the same terms and conditions as the other
subscribers for the Placing Shares procured by the Company's
broker, Beaufort Securities, from unconnected parties.
Director debt settlement
As at 28 February 2015, a total of GBP395,557 was due by the
Company to Mr Keyes (comprising GBP257,540 deferred salary payments
due under his service agreement and GBP138,017 due under the
Director's current account) and GBP40,000 was due by the Company to
Mrs Spurrier in respect of accrued but unpaid remuneration. In
aggregate, the amount owed by the Company to Mr Keyes and Mrs
Spurrier amounted to GBP435,557 (the "Director Debt") at that
time.
As announced on 30 June 2015, Mr Keyes and Mrs Spurrier and the
Company agreed that it would be in the Company's best interests for
the Director Debt to be settled on substantially the same terms as
had previously been agreed pursuant to the AGR Subscription, save
that the cash payment previously to be paid to Mr Keyes and Mrs
Spurrier would be deferred and the number of new Ordinary Shares to
be issued would be determined by using the issue price of the next
fund raising by the Company.
Accordingly, on terms previously announced on 30 June 2015,
GBP54,444.63 of the Director Debt has today been settled,
conditional on Admission, by the issue of 15,555,607 new ordinary
shares (at an issue price of 0.35p per new ordinary share), of
which 14,127,036 new ordinary shares have been conditionally issued
to Mr Keyes and 1,428,571 new ordinary shares to Mrs Spurrier (the
"Settlement Shares").
In respect of the balance of the Director Debt of GBP381,112.38,
an amount of GBP108,889.25 has, conditional on Admission, been
written-off and the remaining balance of GBP272,223.13 will be paid
only in the event that the Company completes a farm-out of its
interests in one or more of its projects which involves the
reimbursement to the Company of at least GBP435,556 of historic
exploration expenditure.
The Company expects to settle further amounts owed to Directors
in new Ordinary Shares at the Placing Price and a further
announcement will be made in due course as and when these have been
determined.
Directors' interests
Following the issue of the New Shares, the Directors interests
in the Company will be as follows:
Director Number of ordinary % interests in
shares the enlarged
share capital
of the Company
---------------------- ------------------- ----------------
Neil Herbert 19,642,857 6.8%
Michael (Jack) Keyes 54,220,707 18.7%
Barbara Spurrier 1,477,404 0.5%
John O'Donovan 2,600,100 0.9%
---------------------- ------------------- ----------------
AGR Loan conversion
AGR Energy previously agreed that the repayment date of the
secured short term loan facility of US$200,000 to the Company
("Loan Agreement") provided by AGR Energy to the Company on 17
March 2015 would be extended by six months to 17 March 2016.
AGR Energy has agreed in principle that, subject to completion
of the Second Placing, it will convert the outstanding amount owed
by Frontier under the Loan Agreement, including accrued interest,
into new ordinary shares at the Placing Price ("Loan Conversion
Shares") in full and final settlement of the Loan Agreement. A
further announcement will be made shortly.
Adviser shares issue
The Company has also agreed to issue 8,571,429 new Ordinary
Shares to advisers in lieu of fees ("Adviser Shares") at the
Placing Price. The Company expects to settle further amounts owed
to advisers in new Ordinary Shares on the same terms and a further
announcement will be made in due course.
Admission
The Placing Shares, the Settlement Shares and the Adviser Shares
(the "New Shares"), in aggregate amount to 66,530,607, will, on
issue, rank pari passu with the existing ordinary shares in issue
and application will be made for the New Shares to be admitted to
trading on AIM. Admission and trading in the New Shares on AIM is
expected to commence on or around 27 July 2015 ("Admission").
Total voting rights
Following the issue of the Placing Shares, the Director
Settlement Shares, the Loan Conversion Shares and the Adviser
Shares, the Company's issued share capital consists of 290,532,540
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.
Enquiries:
Frontier Resources International
Plc Tel: +1 (281) 920 0061
Jack Keyes, Chief Executive Tel: +44 (0) 020 3475 8108
Officer
Neil Herbert, Chairman
Beaumont Cornish (Nomad) Tel: +44 (0)20 7628 3396
Michael Cornish
Roland Cornish
Beaufort Securities Limited Tel: +44 (0)20 7382 8300
(Broker)
Zoe Alexander
A copy of this announcement is available from the Company's
website www.friplc.com
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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