2 Jun 2020 09:45
2 June 2020
Notice of Extraordinary General Meeting
IronRidge Resources Limited (AIM: IRR, 'IronRidge' or the 'Company'), the African focussed minerals exploration company, gives notice of an Extraordinary General Meeting ("EGM") of the Company, called to consider several Ordinary Resolutions as outlined below.
Resolution 1 is seeking approval for the allotment of depositary interests of no par value each ("Ordinary Shares") to subscribers who committed to the Company's recent capital raising, as announced on 11 May 2020, but could not be allotted such Ordinary Shares within the Company's permitted share allotment authority (as previously approved by shareholders in the November 2019 AGM).
Resolutions 2 to 4 are seeking approval for the allotment of Ordinary Shares and warrants to a substantial shareholder and two Director-related entities who committed to the Company's recent capital raising. Information required to be disclosed pursuant to the AIM Rules in relation to these resolutions is outlined in the Explanatory Memorandum accompanying the Notice of Meeting. The warrants are on the same terms as those to be approved pursuant to Resolution 5.
Resolution 5 is seeking approval for the allotment of warrants to investors who committed to the Company's recent capital raising, but could not be allotted such warrants within the Company's permitted allotment cap (as previously approved by shareholders in the November 2019 AGM). The full terms of the warrants are contained in the Explanatory Memorandum accompanying the Notice of Meeting.
Resolution 6 is seeking approval for the allotment of warrants to the Company's Broker, SI Capital Limited, as part of the remuneration payable for their facilitation of the Company's recent capital raising. The warrants are on the same terms as those to be approved pursuant to Resolution 5.
Resolution 7 is seeking approval under Rule 6.3 of the Company's Constitution, to authorise the Directors to issue up to 15% of the Company's issued share capital at the time of the EGM, as if the pre-emption rights in Rule 6.1 of the Company's Constitution did not apply.
Under Rule 6.1 of the Company's Constitution, the Company is required to make an offer of "equity securities" (shares and / or warrants) first to shareholders pro rata to their existing holdings. Rule 6.3 of the Company's Constitution then allows the Company to resolve, by Ordinary Resolution, that the Directors can be authorised to issue and allot equity securities for up to 15% of the Company's issued share capital for cash as if the pre-emption rights did not apply (a "Disapplication Resolution").
It is the Company's view that it can raise capital in a cost efficient and timely manner by carrying out a private placement instead of an offer of equity securities to all existing shareholders where the costs of compliance with relevant securities laws would be much greater.
The Directors will be authorised to issue equity securities for cash without first offering them to all shareholders of the Company on a pro rata basis which is equal to 15% of the Company's issued share capital as at the date the resolution is approved. An authority given under this Resolution will expire at the earlier of either the conclusion of the next Annual General Meeting or the date 12 months from the date of the Resolution or revocation of the authority by the Company.
Resolutions 8 to 14 are seeking approval for the allotment of options to Directors of the Company on broadly the same terms as the warrants to be allotted to investors who participated in the Company's recent capital raising (Resolution 6). It is important to note that, if approved, the Directors intend to cancel the options previously awarded to them exercisable at 25p each as detailed below.
Furthermore, the Company intends to follow this procedure with management and staff options previously issued at 25p each, so that Directors and management are all similarly aligned. A separate announcement will be made at that time.
Should each of Resolutions 8 to 14 be approved by shareholders, a summary of the options to be allotted to Directors is as follows:
| Number of options | Strike Price | Expiry Date |
Resolution 8 - Mr Mascolo | 4,500,000 | 12 pence | 24 months from issue |
Resolution 9 - Mr Mather | 750,000 | 12 pence | 24 months from issue |
Resolution 10 - Mr Crow | 750,000 | 12 pence | 24 months from issue |
Resolution 11 - Mr Herbert | 3,000,000 | 12 pence | 24 months from issue |
Resolution 12 - Mr McAdam | 750,000 | 12 pence | 24 months from issue |
Resolution 13- Mr Daly | 750,000 | 12 pence | 24 months from issue |
Resolution 14 - Mr Miyawaki | 750,000 | 12 pence | 24 months from issue |
Total | 11,250,000 |
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Each of the options is exercisable at an exercise price of 12 pence and expires 24 months from the date of issue. However, each option is also subject to an "early trigger" condition. That is, in the event that the Company's Ordinary Shares trade at a volume weighted average price at or above 16p per share for a period of five consecutive business days, the Company has the option to call on the Directors to exercise their options (the "Director Options").
Should each of Resolutions 8 to 14 be approved by shareholders, the Directors intend to cancel their existing options (approved at the November 2019 AGM) as follows:
| Number of options | Strike Price | Expiry Date |
Mr Mascolo | 4,500,000 | 25 pence | 12 December 2021 |
Mr Mather | 750,000 | 25 pence | 12 December 2021 |
Mr Crow | 750,000 | 25 pence | 12 December 2021 |
Mr Herbert | 3,000,000 | 25 pence | 12 December 2021 |
Mr McAdam | 750,000 | 25 pence | 12 December 2021 |
Mr Daly | 750,000 | 25 pence | 12 December 2021 |
Mr Miyawaki | 750,000 | 25 pence | 12 December 2021 |
Total | 11,250,000 |
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Related Party Transaction
The proposed grant of the Director Options constitutes a related party transaction as defined by the London Stock Exchange's AIM Rules for Companies.
As all of the Directors have an interest, either directly or indirectly, in the proposed grant of the Directors Options, there is no independent Director for the purpose of the related party transaction as defined by the AIM Rules for Companies.
The Company's nominated adviser, SP Angel Corporate Finance LLP, considers that the terms of the proposed grant of the Directors Options are fair and reasonable insofar as the Company's shareholders are concerned.
Shareholder Voting
All Company shareholders are encouraged to vote via proxy, which are to be received no later than 48 hours ahead of the EGM. Full details are outlined in the meeting materials.
Full Notice of Meeting and Explanatory Memorandum
The Notice of Meeting and Explanatory Memorandum are in the process of being printed and despatched by the Company's share registry, Computershare, and should be despatched in the mail this week. An electronic copy of the materials is available via the following link:
http://www.rns-pdf.londonstockexchange.com/rns/6759O_1-2020-6-2.pdf
For any further information please contact:
IronRidge Resources Limited Vincent Mascolo (Chief Executive Officer) Karl Schlobohm (Company Secretary) www.ironridgeresources.com.au | Tel: +61 7 3303 0610 | ||
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SP Angel Corporate Finance LLP Nominated Adviser Jeff Keating Charlie Bouverat | Tel: +4 (0)20 3470 0470 | ||
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SI Capital Limited Company Broker Nick Emerson Jon Levinson | Tel: +44 (0) 1483 413 500 Tel: +44 (0) 207 871 4038 | ||
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Yellow Jersey PR Limited Henry Wilkinson Dominic Barretto
| Tel: +44 (0)20 3004 9512 |
Notes to Editors
IronRidge Resources is an AIM-listed, Africa focussed minerals exploration company with a lithium pegmatite discovery in Ghana, extensive grassroots gold portfolio in Cote d'Ivoire and a potential new gold province discovery in Chad. The Company holds legacy iron ore assets in Gabon and a bauxite resource in Australia. IronRidge's strategy is to create and sustain shareholder value through the discovery and development of significant and globally demanded commodities.
Ghana
The Company entered into earn-in arrangements with Obotan Minerals Limited, Merlink Resources Limited, Barari Developments Limited and Joy Transporters Limited of Ghana, West Africa, securing the first access rights to acquire the historical Egyasimanku Hill spodumene rich lithium deposit, estimated to be in the order of 1.48Mt at 1.67% Li2O and surrounding tenements. The portfolio covers some 684km2 with the newly discovered Ewoyaa project including drill intersections of 128m @ 1.21% Li2O from 3m and 111m @ 1.35% Li2O from 37m, and a further identified 20km strike of pegmatite vein swarms.
The Cape Coast lithium portfolio in Ghana is an emerging lithium province with a 14.5Mt at 1.31% Li2O maiden Mineral Resource estimate (reported in accordance with the JORC Code) in Indicated and Inferred status at the Ewoyaa and Abonko deposits. The tenure package is also highly prospective for tin, tantalum, niobium, caesium and gold, which occur as accessory minerals within the pegmatites and host formations.
Chad
The Company entered into an agreement with Tekton Minerals Pte Ltd of Singapore concerning its portfolio covering 900km2 of highly prospective gold and other mineral projects in Chad, Central Africa. IronRidge acquired 100% of Tekton including its projects and team to advance the Dorothe, Echbara, Am Ouchar, Nabagay and Kalaka licenses, which host multiple, large scale gold projects. Trenching results at Dorothe, including 84m @ 1.66g/t Au (including 6m @ 5.49g/t & 8m @ 6.23g/t), 4m @ 18.77g/t Au (including 2m @ 36.2g/t), 32m @ 2.02g/t Au (including 18m @ 3.22g/t), 24m @ 2.53g/t Au (including 6m @ 4.1g/t (including 2m @ 6.2g/t) and 2m @ 6.14g/t), 14.12g/t Au over 4m, 34.1g/t over 2m and 63.2g/t over 1m, have defined significant gold mineralised quartz veining zones over a 3km by 1km area including the steep dipping 'Main Vein' and shallow dipping 'Sheeted Vein' zones.
Côte d'Ivoire
The Company entered into conditional earn-in arrangements in Côte d'Ivoire, West Africa; securing access rights to highly prospective gold mineralised structures and pegmatite occurrences covering a combined 3,584km2 and 1,172km2 area respectively. The projects are well located within access of an extensive bitumen road network and along strike from multi-million-ounce gold projects and mines.
Australia
Monogorilby is prospective for province scale titanium and bauxite, with an initial maiden resource of 54.9MT of premium DSO bauxite. Monogorilby is located in central Queensland, within a short trucking distance of the rail system leading north to the Port of Bundaberg. It is also located within close proximity of the active Queensland Rail network heading south towards the Port of Brisbane.
May Queen is located in Central Queensland within IRR's wholly owned Monogorilby license package and is highly prospective for gold. Historic drilling completed during the 1980s intersected multiple high-grade gold intervals, including 2m @ 73.4 g/t Au (including 1m at 145g/t), 4m @ 38.8g/t Au (at end of hole) and 3m @ 18.9g/t Au, over an approximate 100m strike hosting numerous parallel vein systems, open to the north-west and south-east.
Gabon
Tchibanga is located in south-western Gabon, in the Nyanga Province, within 10-60km of the Atlantic coastline. This project comprises two exploration licenses, Tchibanga and Tchibanga Nord, which cover a combined area of 3,396km2 and include over 90km of prospective lithologies and the historic Mont Pele iron occurrence.
Belinga Sud is Located in the north east of Gabon in the Ogooue-Ivindo Province, approximately 400km east of the capital city of Libreville. IRR's licence lies between the main Belinga Iron Ore Deposit, believed to be one of the world's largest untapped reserves of iron ore with an estimated 1bt of iron ore at a grade >60% Fe, and the route of the Trans Gabonese railway, which currently carries manganese ore and timber from Franceville to the Port of Owendo in Libreville.
Corporate
IronRidge made its AIM debut in February 2015, successfully securing strategic alliances with three international companies: Assore Limited of South Africa, Sumitomo Corporation of Japan and DGR Global Limited of Australia. Assore is a high-grade iron, chrome and manganese mining specialist. Sumitomo Corporation is a global resources, mining marketing and trading conglomerate. DGR Global is a project generation and exploration specialist.