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Convertible Note Update

13 Jul 2017 12:01

Armadale Capital Plc / Index: AIM / Epic: ACP / Sector: Investment Company

13 July 2017

Armadale Capital Plc (‘Armadale’ or ‘the Company’)

Convertible Note Update

Armadale, the AIM quoted investment company focused on natural resource projects in Africa, announces changes to its outstanding unsecured convertible notes (the ‘Loan Notes’), which were issued by the Company in connection with the acquisition of Graphite Advancement Pty Ltd (see RNS dated 11 July 2016) totalling £450,000.

Holders of the Loan Notes totalling £371,388 nominal have agreed to extend the date of maturity by 12 months to 26 June 2018 (the ‘Extension’) Holders of the Loan Notes totalling £78,612 nominal, plus accrued interest for the year payable at 10%, are being converted into new Ordinary Shares in the Company at a deemed price of 2p per Ordinary Share in accordance with the terms of the loan note instrument (the ‘Conversion’)

The Conversion gives rise to the issue of 4,343,724 new Ordinary Shares (the ‘Conversion Shares’). Application has been made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM (‘Admission’). The Conversion Shares will, when issued, rank pari passu in all respects with the Company's existing Ordinary Shares. It is expected that Admission will become effective, and dealings in the new Ordinary Shares will commence, at 8.00 a.m. on 17 July 2017.

Following Admission, the Company will have 242,640,034 Ordinary Shares in issue. The Company has no shares in treasury, therefore the figure of 242,640,034 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.

Related Party Transaction

Kabunga Holdings Pty Ltd (‘Kabunga’) is entering into the Extension in respect of Loan Notes totalling £197,560 nominal. Kabunga is considered a related party transaction under the AIM Rules for Companies on the basis that Kabunga Holdings Pty Ltd, a substantial shareholder in the Company.

The directors of the Company (being Nicholas Johansen and Steve Mahede) consider, having consulted with finnCap Ltd, that the terms of the Extension are fair and reasonable insofar as independent shareholders of the Company are concerned.

**ENDS**

For further information please visit www.armadalecapitalplc.com or contact:

Enquiries:
Armadale Capital Plc

Nick Johansen

+44 20 7236 1177
Nomad and broker: finnCap Ltd

Christopher Raggett / Simon Hicks

+44 20 7220 0500
Joint Broker: Beaufort Securities Limited

Jon Belliss

+44 20 7382 8300
Press Relations: St Brides Partners Ltd

Susie Geliher / Charlotte Page

+44 20 7236 1177

Notes

Armadale Capital Plc is focused on investing in and developing a portfolio of investments, targeting the natural resources and/or infrastructure sectors in Africa. The Company, led by a team with operational experience and a strong track record in Africa, has a strategy of identifying high growth businesses where it can take an active role in their advancement.

The Company owns the Mahenge Liandu graphite project in south-east Tanzania, which is now its main focus. The Project is located in a highly prospective region with a high-grade JORC compliant inferred mineral resource estimate of 40.9Mt @ 9.41% TGC. At least 32Mt of this resource has an average grade of 10.47% TGC, one of the largest high-grade resources in Tanzania, and work to date has demonstrated Mahenge Liandu’s potential as a commercially viable deposit with significant tonnage, high-grade coarse flake and near surface mineralisation (implying a low strip ratio) contained within one contiguous ore body.

Other assets Armadale has an interest in includes the Mpokoto Gold project in the Democratic Republic of Congo and a portfolio of quoted investments.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170713005476/en/

Copyright Business Wire 2017

Date   Source Headline
28th Jul 20168:00 amBUSDirector/PDMR Shareholding
25th Jul 20167:00 amBUSEM Survey Defines Multiple Drill Targets at Mahenge Liandu Graphite Project, Tanzania
21st Jul 20167:00 amBUSDirectorate change
13th Jul 20169:35 amBUSHolding(s) in Company
11th Jul 20167:00 amBUSCompletes Acquisition of High Grade Graphite Project in Tanzania
24th Jun 201611:35 amBUSResult of AGM
23rd Jun 201612:00 pmBUSRaises £825,000 to Advance High Grade Liandu Graphite Project, Tanzania
20th Jun 201611:30 amBUSHigh Grade Graphite Mineralisation Confirmed at Liandu Project
2nd Jun 20167:00 amBUSProposed acquisition of a High Grade Coarse Flake Graphite Project in Tanzania
20th May 20167:00 amBUSFinal Results and Notice of AGM
3rd May 20167:00 amBUSArmadale Capital Plc (‘Armadale’ or ‘the Company’) Update on Exploration Programme at Mpokoto
7th Apr 201611:00 amBUSHolding(s) in Company
21st Mar 20164:15 pmBUSHolding(s) in Company
16th Mar 20163:40 pmBUSHolding(s) in Company
9th Mar 20167:00 amBUSPlacing & Planned Exploration Programme at Mpokoto
22nd Feb 20163:19 pmBUSRepayment of Loan
9th Feb 201611:32 amBUSRobust Project Demonstrated by Mpokoto Feasibility Study - Replacement
8th Feb 20167:00 amBUSRobust Project Demonstrated by Mpokoto Feasibility Study
8th Jan 201612:15 pmBUSHolding(s) in Company
18th Dec 201511:34 amBUSRaises GBP420,000 to advance Mpokoto Gold Project - Replacement
18th Dec 20159:30 amBUSRaises GBP420,000 to advance Mpokoto Gold Project
11th Dec 20157:00 amBUSUpdate on Metallurgical Testwork at Mpokoto Gold Project
25th Nov 20157:00 amBUSMpokoto Gold Project – Update on exploration and expanded resource definition
27th Oct 20157:00 amBUSExercise of Warrants
21st Oct 201512:33 pmBUSResult of General Meeting
6th Oct 201511:20 amBUSNotice of General Meeting
24th Sep 20157:00 amBUSMpokoto Gold Project remains on track towards its goal of production in H1 2016
10th Sep 20155:41 pmBUSHolding(s) in Company
10th Sep 20155:38 pmBUSHolding(s) in Company
10th Sep 20157:00 amBUSInterim Results
14th Aug 20157:00 amBUS£700,000 Raised via Placing to support production at Mpokoto Gold Project H1 2016
3rd Aug 20157:00 amBUSDeveloped Process Route for Gold Recovery following Metallurgical Testwork
30th Jul 20159:16 amBUSAppointment of Joint Broker
24th Jul 20154:36 pmBUSHolding(s) in Company
24th Jul 20154:32 pmBUSHolding(s) in Company
14th Jul 20157:00 amBUSPlacing to Raise £400,000 to Expand Current 678,000oz Mpokoto Gold Resource
29th Jun 20159:00 amBUSProposed acquisition by investee company, MRI
26th Jun 201512:00 pmBUSExercise of Warrants
24th Jun 20157:00 amBUSDrilling at the Mpokoto Gold Project
22nd Jun 20153:00 pmBUSResult of Annual General Meeting
22nd Jun 20157:00 amBUSAGM Statement
10th Jun 20152:15 pmBUSExercise of Warrants
8th Jun 20157:01 amBUSAgreement to fund and develop the Mpokoto Gold Project
8th Jun 20157:00 amBUSRepayment and termination of Bergen Facility
28th May 201512:30 pmBUSPosting of Report & Accounts and Notice of AGM, and Proposed share consolidation and subdivision of share capital
27th May 20155:00 pmBUSHolding(s) in Company
22nd May 20157:00 amBUSFinal Results
19th May 20157:00 amBUSBoard Appointment
6th May 201510:15 amBUSIssue of Ordinary Shares following Exercise of Conversion Rights
5th May 20159:40 amBUSHolding(s) in Company

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