Decent start so far6 Jun 2011 09:06
Up to 2.6-2.5.
Full RNS from 4:50PM Friday:
merging Metals Limited (AIM: EML) is pleased to announce that it has
subscribed for 26,228,570 new ordinary shares ("Subscription") in the capital
of Ferrum Resources Limited ("Ferrum") (the "New Ferrum Shares") at a price of
US$0.305 per share for an aggregate consideration of US$7,999,713.85
(US$7,247,213.85 net of repayment of an existing US$752,500 loan from the
Company to Ferrum) pursuant to the option agreement with Ferrum announced on 10
May 2011. The New Ferrum Shares represent 37.23 per cent. of Ferrum's enlarged
issued share capital. In accordance with the terms of the option agreement, Jim
Mellon and Denham Eke are to be appointed to the board of Ferrum with Mr Mellon
assuming the interim role of Chairman.
The Company has in addition advanced to Ferrum US$7,000,000 as bridging finance
(the "Bridging Loan") for a proposed acquisition by Ferrum of 63.5 per cent. of
the issued share capital of a Guernsey registered company with Iron Ore
licenses in Cameroon (the "Cameroon Acquisition"). The Bridging Loan, which is
secured against assets of Ferrum, is immediately repayable together with
interest (charged at a rate of 9 per cent. per annum) on 31 December 2011
(unless agreed otherwise in writing by the parties). The Company will make a
further announcement regarding the Cameroon Acquisition in due course.
Completion of the Cameroon Acquisition is subject to Ferrum's ongoing due
diligence and the Company is currently subject to confidentiality obligations
in this respect.
Concurrent with advancing the Bridging Loan, the Company has today entered into
an option agreement with the holders of all the remaining issued Ferrum
ordinary shares (the "Ferrum Option") giving the Company the right, but not the
obligation, to acquire all the issued shares of Ferrum not already owned by the
Company for a consideration of US$0.305 per share, to be satisfied by the issue
of 7.16 new ordinary shares in Emerging Metals at an effective issue price of
2.6369 pence per share (the "Consideration Shares") for each Ferrum share
acquired. In addition, subject to exercise of the Ferrum Option by EML, holders
of options over 8 million unissued shares of Ferrum, each with an exercise
price of GBP0.35, shall be granted options over new shares in EML on
substantially the same look through terms as their existing option entitlement,
in consideration of the waiver of their rights to acquire shares in Ferrum.
In aggregate, if the Ferrum Option is exercised, EML will issue 316,574,266 new
ordinary shares based on the current issued share capital of Ferrum and will
grant warrants over a further 57,280,000 new ordinary shares, each for a term
of five years and with an exercise price per share of 4.88 pence.
The Ferrum Option was granted in consideration of a payment to each of the
Ferrum shareholders of GBP1.00 a