TIDMNYO
RNS Number : 0403E
Nyota Minerals Limited
03 May 2017
3 May 2017 For immediate release
Nyota Minerals Limited
("Nyota" or the "Company")
Corporate Update and Placing
Appointment of Broker
Assignment of Bigdish loan
Board change
Placing
The Company is pleased to announce that it has today agreed the
terms of a firm and conditional placing to raise up to
approximately GBP93,880 (approximately A$120,000) through the issue
of a total of up to 469,400,850 new ordinary shares (the "Placing
Shares") at an issue price of 0.02 pence per Ordinary Share ("Issue
Price") to clients of Peterhouse Corporate Finance Limited
("Peterhouse") (the "Placing"). The proceeds of the Placing will be
used by the Company for general working capital purposes. Pursuant
to the Placing, the Company has agreed that Peterhouse has the
right to appoint up to one new director to the Board of Nyota,
subject to the Company's AIM Nominated Adviser's approval.
The Placing will be conducted in accordance with the Company's
existing placing capacity under Chapter 7 of the ASX Listing Rules
and will comprise two components:
-- an immediate firm placing of 281,640,550 ordinary shares
("First Tranche Placing Shares"), representing 15% of the current
issued share capital of the Company, at the Issue Price for total
consideration of approximately GBP56,328 (under ASX Listing Rule
7.1), conditional only on admission of the First Tranche Placing
Shares to AIM ("Admission"); and
-- a conditional placing of a further 187,760,300 ordinary
shares ("Second Tranche Placing Shares), also at the Issue Price
for total consideration of approximately GBP37,552, conditional
upon the approval of the shareholders of Nyota at an extraordinary
general meeting (as required under ASX Listing Rules) to be
convened as soon as practicable ("EGM") and Admission.
In aggregate therefore, assuming shareholder approval is
received at the EGM, the total Placing amounts to 469,400,850
ordinary shares. The Issue Price of 0.02p per ordinary share is a
discount of 50% to the closing mid-market price on AIM of 0.04p as
at 2 May 2017. The ordinary shares currently remain suspended from
trading on ASX.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing ordinary shares in Nyota. Application
will be made for the First Tranche Placing Shares to be admitted to
trading on AIM with Admission expected to take place on or around
10 May 2017.
The Placing has only been made to persons in the UK, such
persons falling within article 19 and article 49 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005
("FSMA") and who are also qualified investors for the purposes of
section 86 of FSMA. The offer of the Placing Shares has not been
made to the public for the purposes of the Prospectus Rules in the
United Kingdom or any other applicable legislation. This
announcement does not constitute an offer, or the solicitation of
an offer, to subscribe for or buy any of the Placing Shares.
Bigdish Loan Agreement Assignment
As previously announced by the Company on 16 March 2017, the
Company and Bigdish Ventures Limited ("Bigdish Ventures") had
agreed that the monies owed by the Company under the Bigdish Loan
amounting to GBP200,000, will be repaid fully by the conversion of
the Bigdish Loan into new ordinary shares in the Company ("Loan
Conversion Shares"). The issue price of the Loan Conversion Shares
was to be set at the price at which the Company next raises capital
(which will therefore be the Issue Price). In conjunction with the
Placing, Peterhouse has today entered into a binding agreement
pursuant to which Bigdish Ventures has conditionally agreed to
assign the Bigdish Loan to Peterhouse, subject to a payment by
Peterhouse to Bigdish Ventures. As a result of the assignment, the
Loan Conversion Shares will, at a later date, be issued to
Peterhouse (or its nominees) rather than Bigdish Ventures. The
issue of any Loan Conversion Shares will be subject to shareholder
approval. The Company will therefore seek shareholder approval for
the issue of the Loan Conversion Shares at the EGM.
The Company has further agreed with Bigdish Ventures to vary the
termination agreement (as announced on 16 March 2017) by replacing
the Company's entitlement to be issued with Bigdish Ventures'
shares with GBP100,000 worth of warrants to subscribe for Bigdish
Ventures' shares at the time of an initial public offer ("IPO") of
Bigdish Ventures' shares at the IPO price and with a term of 12
months commencing from the date of the IPO.
Andrew D.L.Wright, the Company's CEO commented that:
"The Placing provides the Company with additional working
capital to progress the review of alternative acquisitions. In
addition, the assignment of the Bigdish loan to Peterhouse and the
prospective conversion of the loan to ordinary shares, removes the
need to renegotiate with the original lender or secure additional
capital at this time to repay the Bigdish loan."
Appointment of broker
Peterhouse has also been appointed as sole Broker to the Company
with immediate effect and will receive in connection with its
appointment and pursuant to the Placing commissions from Nyota in
respect of the Placing to be settled by the issue of ordinary
shares at the Issue Price, and, subject to shareholder approval, a
warrant over 91,410,135 ordinary shares exercisable at the Issue
Price for 12 months. The Company will seek shareholder approval for
the issue of the warrants at the EGM.
The Company has accepted the resignation of Smaller Company
Capital as (the Company's current broker) with immediate
effect.
Board change
The Company's Chairman, Mr Jonathan Morley-Kirk, has today
resigned from the Board, effective at the end of May. All
outstanding fees due to Mr Morley-Kirk will be paid in new ordinary
shares at the Issue Price, subject to approval by the shareholders
at the EGM.
Nyota's CEO, Mr Andrew D.L. Wright, thanked Jonathan for his
effort and professionalism and stated that: "Jonathan has made a
tremendous contribution to the Board and on behalf of the Company,
and I thank him for his commitment and dedication and wish him all
the very best in future endeavours".
Total Voting Rights
Following the issue of the 281,640,550 First Tranche Placing
Shares, the total number of Ordinary Shares in issue with voting
rights will be 2,159,244,222. 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 of interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 956/2014.
For further information please visit www.nyotaminerals.com or
contact:
Andrew Wright Director, Nyota Minerals Email: etruscancap@gmail.com
Limited
================= ========================== =============================
Beaumont Cornish
Michael Cornish Limited +44 (0) 207 628
James Biddle Nominated Advisor 3396
================= ========================== =============================
Lucy Williams Peterhouse Corporate +44 (0) 20 7469
Eran Zucker Finance Limited 0930
================= ========================== =============================
This information is provided by RNS
The company news service from the London Stock Exchange
END
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