Last checked at 8 Mar 2016 07:00
FinnAust Mining plc / EPIC: FAM / Market: AIM / Sector: Mining
8 March 2016
FinnAust Mining plc ('FinnAust' or the 'Company')
Completion of Acquisition of Bluejay Mining Limited and Placing
FinnAust Mining plc, the AIM listed exploration company with projects in Greenland, Finland and Austria, announces that it has completed the acquisition of a 60% stake in Bluejay Mining Limited ('Bluejay') following receipt of change of control consent from the Greenlandic authorities. The associated Placing, announced on 9 December 2015, has also now completed. Accordingly, FinnAust now holds a majority interest in the 126sq km high grade Pituffik titanium project in Greenland, which has been proven to host an unusually pure titanium occurrence with three highly prospective target areas identified.
Defined terms used in this announcement shall have the same meaning as those terms defined and used in the circular of the Company dated 8 December 2015 and is available at www.finnaust.com.
Bluejay Acquisition
Following the consent of the Greenlandic authorities to the change of control of the Mineral Exploration Permit held by Bluejay, the Bluejay Acquisition and the Placing have become unconditional. Accordingly, the Initial Consideration Shares, being 123,900,000 new ordinary shares of 0.01p each, have been issued to the Bluejay Vendors and the 10,000,000 Placing Shares have been issued and allotted by the Company.
The deferred consideration of 40,755,885 new ordinary shares of 0.01p each ("Deferred Consideration Shares") will only become due if Bluejay is granted a mineral exploration permit over the offshore Pituffik project area and if the issue of the Deferred Consideration Shares does not trigger a mandatory offer pursuant to Rule 9 of the Takeover Code.
Under the terms of the Bluejay Acquisition, the Company has also been granted an option by the Bluejay Vendors to acquire the remaining 40% of Bluejay for the sum of £594,393 to be satisfied by the issue of 108,071,388 new ordinary shares of 0.01p each to the Bluejay Vendors, pro rata, to their respective holdings in Bluejay. The Option will be exercisable for a period of four years from the date of completion of the Bluejay Acquisition, so until 11 February 2020. The exercise of the Option is solely at the Company's discretion. Shareholders should note that the Option will not be exercised if it would trigger a reverse takeover pursuant to the AIM Rules for Companies or if it were to trigger a mandatory offer pursuant to Rule 9 of the Takeover Code.
Placing
The Company has placed 10,000,000 new ordinary shares of 0.01p each following the receipt of subscriptions at a price of 2 pence per share from Western Areas, the Company's largest shareholder, and the Bluejay Vendors. The Placing Price represents a premium of 264 per cent. to the Company's closing mid-market share price of 0.55 pence on 7 December 2015, the day prior to the posting of the circular to Shareholders in respect of the Bluejay Acquisition. The Placing has raised funds of £200,000 which will be applied to the Company's working capital requirements and the progression of the Pituffik Project.
Issue of Equity
Application has been made for the Placing Shares and the Initial Consideration Shares to be admitted to trading on AIM. Dealings are expected to become effective on or around 11 March 2016. Following the issue of the Placing Shares and the Initial Consideration Shares, the Company has 483,918,876 ordinary shares of 0.01 pence each in issue.
Directors' shareholdings and significant shareholders
Further to the issue of the Placing Shares and Initial Consideration Shares, the Bluejay Vendors collectively hold 128,930,004 shares in the Company which represents 29.99 per cent. of the Enlarged Issued Share Capital and Western Areas holds 183,611,112 shares in the Company which represents 42.71 per cent. of the Enlarged Issued Share Capital.
Further details of the shareholdings of the Bluejay Vendors (including Rod McIllree and Greg Kuenzel who are also directors of the Company) and Western Areas are set out below:
Shareholder name |
Interest in existing ordinary shares of 0.01p each |
Percentage interest in existing ordinary shares of 0.01p each |
No. of Placing Shares |
No. of Initial Consideration Shares |
Interest in ordinary shares of 0.01p each on completion of the Placing and the Bluejay Acquisition | Percentage Interest in ordinary shares of 0.01p each on completion of the Placing and the Bluejay Acquisition |
Roderick McIllree* | Nil | Nil | Nil | 42,966,685 | 42,966,685 | 8.88 |
Jeremy Whybrow | Nil | Nil | 4,470,549 | 42,966,685 | 47,937,234 | 9.91 |
Gregory Kuenzel* | 30,000 | 0.01 | Nil | 17,365,791 | 17,395,791 | 3.59 |
Shaun Bunn | Nil | Nil | 529,451 | 13,119,788 | 13,649,239 | 2.82 |
Garth Palmer | 4 | 0.00 | Nil | 7,481,051 | 7,481,055 | 1.55 |
Bluejay Vendors Total | 30,004 | 0.01 | 5,000,000 | 123,900,000 | 129,430,004 | 26.75 |
Western Areas | 178,611,112 | 60.34 | 5,000,000 | Nil | 183,611,112 | 37.94 |
Concert Party Total | 178,641,116 | 60.35 | 10,000,000 | 123,900,000 | 313,041,116 | 64.69 |
*Director of the Company
Voting Rights
Following the issue of the Placing Shares and Initial Consideration Shares described above, the issued share capital of the Company will consist of 483,918,876 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 483,918,876.
The above total current voting rights number is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.
**ENDS**
For further information please visit www.finnaust.com or contact:
Roderick McIllree | FinnAust Mining plc | +44 (0) 20 7907 9326 |
Graham Marshall | FinnAust Mining plc |
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Ewan Leggat Laura Harrison | SP Angel Corporate Finance LLP SP Angel Corporate Finance LLP | +44 (0) 20 3470 0470 |
Elisabeth Cowell | St Brides Partners Ltd | +44 (0) 20 7236 1177 |
Charlotte Heap | St Brides Partners Ltd |
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