Arian Silver Corp Change of Directors and Fund Raising
May 10 2018 - 2:00AM
UK Regulatory
TIDMAGQ
Trading Symbols
AIM: AGQ
FWB: I3A
10 May 2018
Placing to raise GBP602,000 and Board changes
Arian Silver Corporation ("Arian?? or the "Company") is pleased
to announce that it has raised GBP602,000 (before expenses) by way of a
non-brokered private placing at a 4.2% premium to the closing market price on 9
May 2018, in conjunction with key changes to its board of directors, as
detailed below.
Board Changes
Jim Williams, one of two co-founders of Arian and CEO since May 2006, has
announced his retirement as a director and CEO of the Company with effect from
the date of Admission (as defined below). Jim Williams will avail himself to
the Company in an advisory capacity, when required, over the next 12 months.
Tony Williams, who co-founded Arian with Jim Williams, and who served as
Executive Chairman during the same period, has also announced his retirement as
a director and Executive Chairman of the Company, with effect from the date of
Admission.
Pursuant to the terms of their Directors Service Contracts, both Jim Williams
and Tony Williams will receive a settlement payment equal to their annual
Directors' fee from the Company (the "Settlement Payments"). The Settlement
Payments will be made partly in cash and partly through the issuance of common
shares of no par value in the capital of the Company ("Common Shares") at a
price of 0.25p per Common Share (the "Settlement Shares").
Dennis Edmonds has been appointed as Executive Chairman of the Company with
effect from the date of Admission and succeeds Tony Williams as Chairman of the
Board.
Dennis practiced as a corporate solicitor in the Republic of South Africa and
in England and has extensive experience of corporate acquisitions and
restructurings. Dennis was later employed at board level in the investment
banking and venture capital industries and his experience includes structuring
deals and running companies.
Dennis Vernon Edmonds, aged 61, is a director/partner or has been a director/
partner of the following companies/partnerships during the previous five years:
Current Directorships Former Directorships within the past
Draganfly Investments Limited 5 years
Bubblr Limited Upbeat Productions Ltd
Bubblr Holdings Ltd Healthcare IT Strategy Solutions
Limited
Opus Family Office Services Ltd
Upon his appointment as Executive Chairman, the Company will grant Mr Edmonds
options over 17,142,373 Common Shares exercisable at a price of 0.25p each, for
a period of five years from the date of grant. The exercise price represents a
premium of 4.2% to Arian's closing price on 9 May 2018. Mr Edmonds has no other
interests in the Company's Common Shares.
Chris Gordon has been appointed as an independent Non-Executive Director with
effect from the date of Admission.
Chris Gordon has a Bachelor of Economics degree awarded by the University of
London and over 10 years' experience in the financial services sector in
London, working in dealing and trading roles with a focus on raising capital
for listed companies. Chris Gordon previously acted as a non-executive director
for Gunsynd plc which is listed on AIM.
Christopher Charles Gordon, aged 32, is a director/partner or has been a
director/partner of the following companies/partnerships during the previous
five years:
Current Directorships Former Directorships within the past
Gordon Global Index 5 years
Gunsynd Plc
MV Biscuits Limited
Upon his appointment as Non-Executive Director, the Company will grant Mr
Gordon options over 17,142,373 Common Shares exercisable at a price of 0.25p
each, for a period of five years from the date of grant. Mr Gordon has no other
interests in the Company's Common Shares.
Save for the information disclosed above there is no other information to be
disclosed in respect of either Messrs Edmonds or Gordon under Schedule 2(g) of
the AIM Rules.
Private Placing
Arian has raised a total of GBP602,000 before expenses by way of a non-brokered
placing of 240,800,000 Common Shares at a price of 0.25p each (the "Placing
Shares") to new investors, at a premium of approximately 4.2% to Arian's
closing price on 9 May 2018 (the "Placing").
The Company intends to use the net proceeds of the Placing to actively look for
new mining projects that Arian could develop in order to contribute to the
Company's future growth strategy.
The Placing is conditional on the Placing Shares, which will rank pari passu
with the existing Common Shares, being admitted to trading on AIM
("Admission"). Application for the Admission of the Placing Shares will be made
and it is expected that Admission of the Placing Shares will become effective
at 8:00am on or around 15 May 2018.
Jim Williams commented, "On behalf of all the directors, I would like to
welcome Dennis and Chris to the Board. We are excited and optimistic about
Arian's prospects under Dennis' leadership and I wish him, the Board and our
shareholders well for the future."
Dennis Edmonds, Chairman of Arian, commented, "I am delighted to be taking on
this role at such an important time. I would like to thank Jim and Tony for
their evident tenacity and commitment to the Company over the past 12 years,
and look forward to having opportunity to share my vision for the Arian in due
course."
Significant Shareholders and Total Voting Rights
Following the Admission of both the Placing Shares and the Settlement Shares
and assuming no exercise of share options or warrants prior to that date, the
following companies and individuals will have significant shareholdings in the
Company:
Shareholder Common Shares held Percentage of Common Shares
following the held following the Admission
Admission with voting rights
King Dragon (Far East) Limited 120,000,000 17.10%
Jim Williams 27,900,000 3.98%
Roderick McIllree 24,000,000 3.42%
Following Admission of the Placing Shares and the Settlement Shares and
assuming no exercise of share options or warrants prior to that date, the
Company will have 701,694,941 Common Shares in issue. The Company has no shares
in treasury, therefore the figure of 701,694,941 Common Shares should 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 of
their interest in, the share capital of the Company under the FCA's Disclosure
and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014.
In addition, market soundings (as defined in MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside information
(as defined in MAR), as permitted by MAR. This inside information is set out in
this Announcement. Therefore, those persons that received inside information in
a market sounding are no longer in possession of such inside information
relating to the Company and its securities.
For further information please contact:
Arian Silver Corporation Northland Capital Partners Limited
Jim Williams, CEO David Hignell / John Howes / Dugald J.
David Taylor, Company Secretary Carlean / Jamie Spotswood
Tel: +44 (0)20 7887 6599 Tel: +44 (0)203 861 6625
OR
Yellow Jersey
Charles Goodwin / Harriet Jackson
Tel: +44 (0)7747 788 221
END
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