Last checked at 19 Dec 2023 07:32
Market Abuse Regulation ("MAR") Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
19 December 2023
Bushveld Minerals Limited
("Bushveld Minerals" or the "Company")
Confirmed Acquisition of Minority Interests in Vametco
Bushveld Minerals (AIM: BMN), the AIM quoted, integrated primary vanadium producer, is pleased to announce that, further to its announcement of 30 October 2023, the Company has met all the necessary conditions and received final approval from the South African Reserve Bank ("SARB"), allowing the Company to increase its ownership to 100% of the Vametco vanadium mine and production facility ("Vametco") (collectively the "Transaction").
Highlights
§ All of the conditions precedent to the Transaction as outlined in the 30 October 2023 announcement, "Conditional acquisition of minority interests in Vametco", have been met, including receipt of SARB's approval of the Transaction.
§ Bushveld has accordingly acquired the 26% minority interest in Bushveld Vametco Holdings Proprietary Limited ("BVH") from the Black Economic Empowerment ("BEE") consortium in return for, inter-alia, the issue of 232,836,255 new ordinary shares of 1 pence each in the Company (the "Consideration Shares"), representing 13% of the issued share capital on admission of the Consideration Shares to trading on AIM.
§ The Transaction:
· results in Bushveld owning 100% of the Vametco mine and vanadium plant, thereby acquiring full operational, management and financial control of Vametco;
· gives the Group complete control over Vametco's cash flows previously restricted by the minority interest;
· is immediately value accretive to Bushveld Shareholders and is expected to enhance earnings per share going forward; and
· 70% of the Consideration Shares are subject to a 6 month lock-in period.
§ Completion of the Transaction also secures fulfilment of a key condition precedent to the Orion Convertible Loan Note Refinancing agreement, announced on 27 November 2023.
§ In addition to the anti-dilution provisions of the lock-in agreement, the BEE consortium has now been granted the right to subscribe for up to 39,682,540 new Ordinary Shares at the issue price of 3 pence at any time during the period commencing on the date of Admission and expiring on 28 February 2024.
Further approvals and requirements
Following the completion of the Transaction, BVH will apply to the Minister of Mineral Resources and Energy (in terms of section 102 of the Mineral and Petroleum Resources Development Act, 2002) to amend and update the BVH Mining Right to reflect the updated ownership structure.
Admission, Settlement and Total Voting Rights
Application has been made to the London Stock Exchange for the 232,836,255 Consideration Shares to be admitted to trading on AIM, ("Admission"). It is expected that Admission will take effect by 21 December 2023.
Following Admission, there will be a total of 1,791,048,114 Ordinary Shares in issue, 670,000 of which are held in treasury. Shareholders should use the figure of 1,790,378,114 as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.
Craig Coltman, CEO of Bushveld Minerals Limited, commented:
"The approval of this important transaction by SARB strengthens and confirms the direction of our Company strategy. This allows us to consolidate the ownership of a valuable vanadium-producing asset, solely under one entity - Bushveld Minerals."
Enquiries : info@Bushveldminerals.com
Bushveld Minerals Limited | +27 (0) 11 268 6555 | |
Craig Coltman, Chief Executive Officer | ||
Chika Edeh, Head of Investor Relations | ||
SP Angel Corporate Finance LLP | Nominated Adviser, Joint Broker | +44 (0) 20 3470 0470 |
Richard Morrison / Charlie Bouverat | ||
Grant Barker / Richard Parlons | ||
Hannam & Partners | Joint Broker | +44 (0) 20 7907 8500 |
Andrew Chubb / Matt Hasson / Jay Ashfield | ||
Tavistock | Financial PR | +44 (0) 207 920 3150 |
Gareth Tredway / Tara Vivian-Neal / James Whitaker |
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a vertically integrated primary vanadium producer, it is one of only three operating primary vanadium producers. In 2022, the Company produced 3,842 mtV, representing more than 3% of the global vanadium market. With a diversified vanadium product portfolio serving the needs of the steel, energy and chemical sectors.
Detailed information on the Company and progress to date can be accessed on the website www.Bushveldminerals.com