TIDMTSTR
RNS Number : 1995V
Tri-Star Resources PLC
05 August 2015
Tri-Star Resources plc ("Tri-Star" or the "Company")
Result of General Meeting
5 August 2015
Tri-Star announces that, at the General Meeting convened earlier
today to approve the Placing, Subscription and issue of Loan Notes
(as announced on 20 July 2015), the Resolutions were duly
passed.
Placing and Subscription
The Company has 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").
Application has been made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM ("Admission"). It is expected that such Admission
will become effective and that dealings will commence at 8.00 a.m.
tomorrow, 6 August 2015.
Loan Notes
In addition to the Placing and the Subscription, the Company
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 in addition to the GBP6 million initial
nominal value of Loan Notes presently in issue. This further GBP2
million tranche of Loan Notes will be drawn down immediately by
Tri-Star.
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.
All of the Loan Notes fall within the principal revised terms,
implementation of which is conditional on Financial Close.
Use of proceeds
In order for Strategic & Precious Metals Processing LLC
("SPMP") a company registered in the Sultanate of Oman and in which
Tri-Star owns 40%, to achieve financial close of the Oman Antimony
Roaster ("OAR") ("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 certain intellectual property rights (as announced
on 5 June 2015) will be used to fulfil the Company's obligations on
Financial Close as well as for other general corporate purposes.
This important Fundraising by Tri-Star will enable the Company to
finance its 40% equity share in the OAR joint venture forming part
of the total US$70 million funding package which the joint venture
has arranged.
SPMP will continue to work towards Financial Close.
The Company will continue to support its joint venture partners
in bringing the OAR 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.
Issue of Warrants
As part of their fee arrangements in connection with the Placing
and Subscription, the Company has today issued 70,200,000 warrants
to subscribe for Ordinary Shares to SP Angel Corporate Finance LLP
("SP Angel"). The warrants have an exercise price of 0.10 pence
(being the Issue Price of the Placing and the Subscription) and may
be exercised in whole at any time from 5 August 2015 to 5 August
2019. The warrants are equivalent to approximately 0.83 per cent of
the Company's issued share capital following Admission.
Total Voting Rights
For the purposes of the FCA's Disclosure and Transparency Rules,
the Company advises that the total number of shares in issue and
total voting rights following Admission is 8,452,611,033 Ordinary
Shares of 0.005p each.
Tri-Star does not currently hold any shares in treasury and,
therefore, the above figure may be used by shareholders 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.
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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