Last checked at 26 Oct 2010 07:00
HAMELDON RESOURCES LIMITED
PRIVATE PLACEMENT AND APPOINTMENT OF TOM WINNIFRITH OF SF T1PS GOLD FUND AS CHIEF INVESTMENT OFFICER
26 October 2010
The Board of Directors of Hameldon Resources Limited ("HRE" or the "Company") is pleased to announce that the Company has raised £500,000 by way of a placing of new ordinary shares in the Company and the issue of convertible loan notes.
The Company has also appointed Tom Winnifrith, manager of the SF t1ps Smaller Companies Gold Fund, as its Chief Investment Officer ("CIO") with a mandate to invest in the shares of principally gold and precious metal companies quoted on stock exchanges in the UK, Canada and Australia.
Mr Winnifrith will receive no fee for his services but his employer, t1ps Investment Management (IoM) Limited ("TIM") will receive a fee equivalent to 25% of the increase in the net asset value ("NAV") of the Company payable in shares at the NAV each quarter.
The Company intends shortly to convene an extraordinary general meeting to approve resolutions including the change in the Company's name to Athol Au Limited to reflect its new focus and also the increase in the Company's authorities to issue shares in order to enable conversion of the convertible loan notes.
Stephen Smith, HRE Chairman commented "The involvement of new investors including Jim Mellon and Malcolm Burne and the recruitment of Tom Winnifrith to secure attractive investments in gold, precious metals and other natural resources is very welcome. We expect to make our first investments shortly and investors will be updated on progress as appropriate."
Transaction highlights
Placing of 27.5 million new Shares
The Company has placed 27,480,000 new ordinary shares of 0.25p each ("Placing Shares") with new investors at a price of 0.25p per share to raise £68,700 before expenses. The placing price represents a 37% premium to the current cash per share of approximately 0.18p. The Placing Shares will rank pari passu with the existing ordinary shares of 0.25p each in the Company. Application has been made for admission of the Placing Shares to trading on AIM. Admission is expected to occur on 1st November 2010.
Issuance of convertible loan notes
Additionally, HRE has issued 431,643 convertible loan notes of £1. The notes are zero coupon, unsecured and repayable in three years or convertible into new ordinary shares on the basis of 400 new shares per convertible loan note, equivalent to a price of 0.25p per share.
EGM
In order to increase the Company's share capital and authorise the Directors to allot the shares pursuant to conversion of the convertible loan notes, the Company intends to convene an EGM at which appropriate resolutions will be put to shareholders for approval. At this EGM, Shareholders will also be asked to approve a change the Company's name to Athol Au Limited.
MoU with t1ps Investment Management (IOM)
The investment of £500,000 announced today enables Hameldon to implement and accelerate its investment strategy to seek investment opportunities in the natural resources sector in order to maximize value for shareholders as approved at an EGM of the Company held on 26 October 2009.
In return for the strategic investment, TIM, also the employer of the new CIO will receive at the end of every 3 months such number of new ordinary shares in the capital of the Company equivalent to 25% of any increase of the adjusted net asset value of the Company over each quarterly period subject to a high-watermark. It will not receive shares in respect of the percentage of the equity held by funds managed by TIM.
Total Voting Rights as a result of the Placing
Following the issue of the Placing Shares, there will be 164,881,194 shares in issue. The number of ordinary shares quoted above may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.
For further details, please contact:
Hameldon Resources Limited
Waseem Shiraz
+44 207 399 4380
Tom Winnifrith +44 1624 676848
Strand Hanson Limited
James Harris / Angela Peace
+44 207 409 3494
Bishopsgate Communications
Nick Rome +44 207 562 3350