TIDMTSTR
RNS Number : 4869T
Tri-Star Resources PLC
20 July 2015
Tri-Star Resources plc ("Tri-Star" or the "Company")
Antimony Roaster Financing by way of Placing, Subscription and
issue of Loan Notes to raise GBP3.5 million and Notice of General
Meeting
20 July 2015
Tri-Star announces that the Company has conditionally raised
GBP1.5 million (before expenses) through the placing of
1,278,000,000 new ordinary shares of 0.005 pence each in the
Company ("Ordinary Shares") (the "Placing Shares") (the "Placing")
and, by way of a subscription with the Company (the
"Subscription"), the issue of 222,000,000 subscription shares (the
"Subscription Shares") at a price of 0.10p per share (the "Issue
Price").
In addition to the Placing and the Subscription, the Company has
conditionally agreed with Odey European Inc. ("OEI") the issue of a
further GBP2 million secured convertible bonds due in 2018 (the
"Loan Notes") to OEI.
The Placing, Subscription and issue of the Loan Notes (together,
the "Fundraising") are conditional on the passing of the
Resolutions at the General Meeting to be held at the offices of
Fladgate LLP at 16 Great Queen Street, London WC2B 5DG on 5 August
2015.
A circular detailing the Placing, Subscription, issue of Loan
Notes and Notice of General Meeting ("Circular") will be posted to
shareholders today and will be available from the Company's website
www.tri-starresources.com shortly.
Emin Eyi, Managing Director, commented: "I am delighted to be
able to announce this important fundraising by Tri-Star which will
enable the Company to finance its 40% equity share in the Oman
Antimony Roaster joint venture as part of the total US$70 million
funding package which the joint venture has arranged. The
significant technical and economic potential of the Antimony
Roaster has been confirmed by recent third party engineering
reports, which have also confirmed the enormous potential for the
technology as applied to the roasting of refractory gold ores.
The Company will continue to work with its joint venture
partners to bring this exciting project through construction and
into production to become one of the first sizeable Western World
antimony roasters designed to be fully compliant with modern
environmental legislation."
Fundraising and use of proceeds
Oman Antimony Roaster Project
Strategic & Precious Metals Processing LLC ("SPMP") a
company registered in the Sultanate of Oman and in which Tri-Star
owns 40%, is proceeding to design and construct an antimony roaster
and a value-added downstream antimony trioxide manufacturing
facility in the Sultanate of Oman, processing its own and third
party concentrates (the Oman Antimony Roaster, or "OAR").
The OAR will have the capability to treat up to 40,000 tonnes
per annum of antimony concentrates and direct shipping ores to
produce up to 20,000 tonnes per annum of both antimony ingots and
powdered antimony at high purity for sale to end users.
Total funding for the OAR is expected to amount to US$70
million, comprising US$15 million equity to be provided by the
joint venture partners (of which the Company's proportion is US$6
million); US$40 million to be provided as a senior debt facility
and a US$15 million mezzanine loan facility from the other joint
venture partners (as announced on 17 July 2015).
Intellectual property rights
As announced on 5 June 2015, Tri-Star agreed the conditional
sale of certain intellectual property rights ("IPR") to SPMP,
effected by way of an assignment of IPR which covers all Tri-Star's
developed and proprietary intellectual property rights relating to
clean antimony concentrate roasting and the related clean roasting
of refractory gold.
The transaction is conditional on SPMP achieving financial close
of the OAR ("Financial Close") which will be achieved by the entry
by SPMP into a definitive facility agreement with respect to the
debt financing of the project and other closing funding conditions
as set out in the SPMP shareholders' agreement.
The consideration for the sale of IPR is up to US$6 million in
cash payable by SPMP, of which US$2 million is payable on Financial
Close; US$2 million is payable on the receipt of certain third
party reports to be delivered to SPMP relating to the commercial
and technical viability of the technology as it relates to
refractory gold processing and which, as announced on 17 July 2015,
as the reports have now been delivered is now also anticipated to
be available to offset the Company's equity commitment to OAR; and
US$2 million is payable on the commissioning of an antimony
roasting pilot plant planned to be part of the overall OAR.
The net cash receipts of the sale of IPR will amount to up to
US$3.6 million (approximately GBP2.35 million) being the maximum
sales receipts of US$6 million less Tri-Star's associated 40%
equity funding commitment to SPMP. These funds will be applied to
finance Tri-Star's equity commitment to the OAR and for general
corporate purposes.
Revision of Loan Notes terms with Odey European Inc. ("OEI")
On 10 June 2015, Tri-Star conditionally agreed with OEI a number
of important revisions to the loan note instrument governing the
terms of the Loan Notes of total initial nominal value of GBP6.0
million issued to OEI in two tranches in June 2013 and August
2014.
The principal revised terms were:
-- Conversion price to be fixed at GBP0.0020 (0.2 pence) per
Ordinary Share for the remainder of the term of the Loan Notes
(until June 2018); and
-- That on maturity in June 2018, if a conversion notice has not
been served previously, the Loan Notes will convert into Ordinary
Shares at GBP0.0020 (0.2 pence) per Ordinary Share, removing the
existing option for OEI to otherwise have the loan notes redeemed
in cash in full.
The rate of interest accruing on the Loan Notes will remain
unchanged (being a non-cash coupon of 15% per annum, calculated on
a daily basis, and compounding half yearly). In addition, OEI will
retain the option to serve a conversion notice at any time in the
period to maturity of the Loan Notes in June 2018. Also, and as is
presently the case, if the conversion of Loan Notes would result in
OEI holding more than 29.9% of the Company's enlarged voting share
capital, OEI will have the choice of either continuing to hold
those Loan Notes the conversion of which would increase its holding
of shares above 29.9% or to have those Loan Notes redeemed in
cash.
The changes to the loan note instrument detailed above are
conditional on Financial Close.
Additional Loan Notes
As at 30 June 2015, the outstanding principal and accrued
interest of the Loan Notes stood at GBP7.5 million.
On 20 July 2015, the Company conditionally agreed with OEI the
issue of a further GBP2 million Loan Notes to OEI in addition to
the GBP6 million initial nominal value of Loan Notes presently in
issue. This further issue of Loan Notes is conditional on the
Placing and the Subscription becoming unconditional.
All of the Loan Notes fall within the principal revised terms as
detailed above, implementation of which is conditional on Financial
Close.
Use of proceeds
In order to achieve Financial Close, the Company is required to
demonstrate to the other shareholders of SPMP and SPMP's third
party debt providers that Tri-Star has access to committed funds to
satisfy in full its equity contribution to SPMP.
The proceeds of the Fundraising together with the net proceeds
from the sale of IPR will be used to fulfil the Company's
obligations on Financial Close as well as for other general
corporate purposes.
The Fundraising
The Company has conditionally placed 1,278,000,000 Placing
Shares and 222,000,000 Subscription Shares at 0.10 pence per
Ordinary Share with certain existing and new institutional and
other investors to raise GBP1.5 million before expenses.
In addition, on 20 July 2015, the Company conditionally agreed
with OEI the issue of a further GBP2 million Loan Notes to OEI in
addition to the GBP6 million initial nominal value of Loan Notes
issued to OEI in two tranches in June 2013 and August 2014.
The Fundraising is not being underwritten and is conditional,
amongst other things, on the following:
(A) the passing of the Resolutions;
(B) the Placing Agreement not being terminated prior to
Admission and being otherwise unconditional in all respects;
and
(C) Admission becoming effective on or before 8.00 a.m. on 6
August 2015 (or such later date and/or time as the Company, SP
Angel may agree, being no later than 8.00 a.m. on 20 August
2015).
Certain Directors have also agreed to subscribe for New Ordinary
Shares pursuant to the Placing or the Subscription. The number of
New Ordinary Shares to be subscribed by each Director and their
resulting shareholdings following Admission are as follows:
Director Number Percentage Number Number Percentage
of Existing of Existing of New of Ordinary of Ordinary
Ordinary Ordinary Ordinary Shares Shares
Shares Shares Shares following following
subscribed Admission Admission
for
--------------------- -------------- ------------- ------------ -------------- -------------
Mark Wellesley-Wood 2,000,000 0.03 5,000,000 7,000,000 0.08
--------------------- -------------- ------------- ------------ -------------- -------------
Emin Eyi 1,560,000,000 22.44 15,000,000 1,575,000,000 18.64
--------------------- -------------- ------------- ------------ -------------- -------------
Guy Eastaugh 6,695,243 0.10 - 6,695,243 0.08
--------------------- -------------- ------------- ------------ -------------- -------------
Ken Hight 21,663,774 0.31 - 21,663,774 0.26
--------------------- -------------- ------------- ------------ -------------- -------------
Adrian
Collins 23,245,800 0.33 5,000,000 28,245,800 0.33
--------------------- -------------- ------------- ------------ -------------- -------------
Jonathan
Quirk 3,500,000 0.05 10,000,000 13,500,000 0.16
--------------------- -------------- ------------- ------------ -------------- -------------
Total 1,617,104,817 23.26 35,000,000 1,652,104,817 19.55
--------------------- -------------- ------------- ------------ -------------- -------------
The New Ordinary Shares being issued pursuant to the Placing and
the Subscription will represent 17.74% of the Company's enlarged
issued share capital following Admission.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that such Admission will become effective and that
dealings will commence at 8.00 a.m. on 6 August 2015.
Following Admission, the Company will have 8,451,244,676
Ordinary Shares in issue.
General Meeting
A notice of General Meeting is set out at the end of the
Circular convening the GM to be held at the offices of Fladgate LLP
at 16 Great Queen Street, London WC2B 5DG at 11.00 a.m. on 5 August
2015.
The Resolutions to be proposed at the GM are as follows:
-- Resolution 1 is an ordinary resolution to authorise the
Directors to allot equity securities in connection with the
Fundraising with an aggregate nominal value up to GBP151,100;
and
-- Resolution 2 is a special resolution to dis-apply statutory
pre-emption rights to authorise the Directors to allot equity
securities in connection with the Fundraising for cash with an
aggregate nominal value up to GBP151,100.
Recommendation
The Directors believe that the Fundraising is in the interests
of the Company and Shareholders as a whole and accordingly
recommend that Shareholders vote in favour of the Resolutions, as
they intend to do so in respect of their aggregate holding of
1,617,104,817 Existing Ordinary Shares, representing approximately
23.26 per cent. of the issued ordinary share capital of the
Company.
All defined terms used in this announcement are defined in the
Circular.
Enquiries:
Tri-Star Resources plc Tel: +44 (0)
Emin Eyi, Managing Director 20 3470 0470
Guy Eastaugh, Chief Financial
Officer
SP Angel Corporate Finance (Nomad Tel: +44 (0)
and Broker) 20 3470 0470
Robert Wooldridge / Katy Birkin
FORWARD LOOKING INFORMATION
This press release may contain "forward-looking information", as
defined under applicable Canadian securities laws. Forward-looking
information typically contains statements that relate to future,
not past, events and often contains words such as "anticipate",
"believe", "plan", "estimate", "expect", and "intend", statements
that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. There can
be no assurance that the forward-looking information contained in
this report will prove to be accurate, and actual results and
future events could differ materially from those anticipated in
such information.
All statements, other than statements of historical fact,
included in this press release including, without limitation,
relating to the OAR (as defined), the Company's intentions with
respect to a gold roasting facility and plans for its mineral
properties, constitute forward-looking information. Forward-looking
information is based on a number of factors and assumptions which
have been used to develop such information but which may prove to
be incorrect, including, but not limited to, assumptions in
connection with the ability to deliver any of the outcomes referred
to in respect of the OAR, the ability to complete construction of
the OAR, the availability of financing for the cost of the OAR on
acceptable terms, or likewise any facility that might process
refractory gold, and general economic and market conditions.
Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. Such factors include, among others, risks associated
with changes in laws applicable to the OAR, the ability to raise
finance on acceptable terms for any of the projects or facilities
mentioned, the volatility of commodity and raw material prices,
currency exchange rates and interest rates, global economic
conditions and the additional risks identified in this press
release or other reports and filings with applicable securities
regulators. Forward-looking information in this press release is
based on the Directors' beliefs, estimates and opinions on the date
of this press release and the Company does not undertake to update
publicly or revise the forward-looking information contained in
this press release, except as required by applicable securities
laws.
Any financial outlook or future-oriented financial information
in this press release, as defined by applicable Canadian securities
laws, has been approved by the Directors as of the date of this
press release. Such financial outlook or future oriented financial
information is provided for the purpose of providing information
about the Company's current expectations and plans relating to the
future. Readers are cautioned that such outlook or information
should not be used for purposes other than for which it is
disclosed in this press release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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