NBGC19 Jun 2024 09:14
NBGC ( RRAL ). - The Consideration
The Consideration of up to £1,500,000 is payable as follows:
- Upon Completion, £250,000 in convertible loan notes ("CLNs") with a conversion price
equal to the price of any placement of new ordinary shares of RRR raising proceeds of
over £200,000.
Should conversion not be undertaken within 6 months of the HoT date,
the CLNs of £250,000 are repayable immediately as cash.
- Upon RRR shareholder approval for this item within the Consideration, £250,000
payable through the issue of 166,666,667 RRR new ordinary shares ("RRR Shares")
at a price of 0.15 pence per Share (or by cash at RRR's election) and 166,666,667
warrants to subscribe for RRR Shares each exercisable into one new RRR Share at a
price of 0.25p and exercisable during a period expiring 3 years after the date of their issue.
- £250,000 payable in cash two months after Completion.
- £250,000 payable in cash nine months after Completion or, at RRR's election,
through the issue of RRR Shares equal to the value of £250,000, the price of which
to be calculated by reference to the last 10 trading days' volume-weighted average
price ("VWAP") immediately prior to the date nine months after Completion, provided
that if RRR Shares are issued then accompanying warrants with a three year life to
expiry and each converting into one RRR Share at a 50% premium to the price of issue
of the RRR Shares will also be issued on the basis of one warrant for every two RRR
Shares issued.
- £250,000 payable on an announcement by RRR via a regulatory news service, or a
declaration by a Qualified or Competent person (as those terms are defined in the AIM
Note for Mining Companies), of a 20,000 oz gold or gold equivalent JORC Resource
according to the JORC 2012 Code (or any applicable similar standard or replacement
JORC standard) from within the boundaries of the current licence area.
The £250,000 is payable in cash or at RRR's election, through the issue of RRR shares to the value
of £250,000, calculated by reference to the last 10 trading days' VWAP immediately
prior to the trigger for this payment, provided that if RRR Shares are issued then
accompanying warrants with a three year life to expiry and each converting into one
RRR Share at a 50% premium to the price of issue of the RRR Shares will also be
issued on the basis of one warrant for every two RRR Shares issued.
- £250,000 payable on an announcement by RRR via a regulatory news service, or a
declaration by a Qualified or Competent person (as those terms are defined in the AIM
Note for Mining Companies), of a 200,000 oz gold or gold equivalent JORC Resource
according to the JORC 2012 Code (or any applicable similar standard or replacement
JORC standard) from within the boundaries of the current licence area.
The £250,000 is payable in cash or at RRR's election, through the issue of RRR shares to the value of
£250,000, calculated by reference to the last 10
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