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New funding

28 Aug 2013 09:54

RNS Number : 6236M
Nova Resources Limited
28 August 2013
 



NOVA RESOURCES LIMITED

("Nova" or the "Company")

 

New funding

 

Nova announces that it has successfully secured new investment into the Company of £400,000 0% unsecured convertible loan notes (the "Notes"). The funds raised may only be used for the purposes that are approved by Pearce Global Limited and these include funding the normal working capital expenses of the Company as well as to pursue the Company's investing policy.

 

The Notes have been subscribed by Pearce Global Investments Limited (the "Noteholder"), a British Virgin Island incorporated company. The principal terms of the Notes are as follows:

 

· The Notes will be repayable by 31 December 2017 and do not carry a coupon.

· Both the Company and the Noteholder have the right, but not the obligation, at any time to convert part of, or the whole of, the principal amount outstanding under the Notes into new ordinary shares of 1p in the capital of the Company ("Ordinary Shares") at the conversion rate of 1p for each Ordinary Share, subject to the Restriction (as defined below).

· The Noteholder will be issued with 200 million warrants to subscribe for new Ordinary Shares (the "Warrants"), subject to the Restriction (as defined below). The Warrants can be exercised at any time up until 31 December 2018 and at the exercise price of 1p per Ordinary Share.

· The Notes and the Warrants are transferable with the consent of the Company (which consent shall not be unreasonably withheld) and subject to the Restriction (as defined below) being adhered to by a transferee.

 

Conversion of the Notes in full would result in the issue of 40,000,000 Ordinary Shares and exercise of the Warrants in full would result in the issue of 200,000 Ordinary Shares which, in aggregate, would represent approximately 69.4 per cent. of the enlarged issued Ordinary Share capital of the Company (assuming that no other Ordinary Shares are issued and none of the other warrants already issued by the Company are converted). The Company is not subject to the UK City Code on Takeovers and Mergers. However, the Noteholder has undertaken not to: i) convert the Notes or exercise the Warrants (together, "Conversion") if such would result in the Noteholder owning more than 30 per cent. of the enlarged issued share capital of the Company; and ii) use the rights attached to Ordinary Shares acquired as a result of Conversion to appoint a director of the Company or otherwise seek to gain control of the board of directors of the Company or to exercise undue influence on or otherwise interfere with the management of the Company (the "Restriction").

 

The Board has been in negotiations with several parties with a view to securing additional funding to provide the Company with sufficient working capital as well as to assist the continued pursuit of its investing policy. Whilst the terms of the Notes could significantly dilute existing shareholders of the Company through a Conversion, the Board considers that this investment will give the Company a meaningful opportunity to pursue its investing policy.

 

Further to the statement made in the announcement of Nova's results for the year ended 31 December 2012 made on 28 June 2013, the Company confirms that its Mongolian investee company is still in discussions with respect to the renewal of its coal transportation contract. However, no final decision has been reached yet. A further announcement will be made when appropriate.

 

Enquiries:

 

Nova Resources Limited

Chan Fook Meng - Chairman/CEO

 

+65 62362985

 

Daniel Stewart & Co (Nominated Adviser & Broker)

David Hart

James Felix

 

+44 (0)20 7776 6550

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
STREAPPPASADEEF
12
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27th Feb 20147:00 amRNSInvestment and Exercise of Warrants
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30th Jan 20149:05 amRNSSole Distributorship of SM Boilers
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22nd Jan 20147:00 amRNSIssue of Equity
21st Jan 20147:00 amRNSDirector Dealing
20th Jan 20147:00 amRNSInvestment in Enerstry Group Limited
17th Jan 20144:23 pmRNSPotential Investment
27th Dec 20137:00 amRNSDisposal
11th Nov 20138:54 amRNSResult of Annual General Meeting
11th Nov 20138:51 amRNSNew Funding
31st Oct 201312:29 pmRNSTotal Voting Rights
17th Oct 20131:06 pmRNSAquisition by directors and issue of loan note
17th Oct 201311:24 amRNSNotice of AGM
8th Oct 201312:22 pmRNSIssue of Equity
27th Sep 20137:00 amRNSInterim results for the period ended 30 June 2013
17th Sep 20137:33 amRNSDisposal and Acquisition of Investments
28th Aug 20139:54 amRNSNew funding
28th Jun 20137:00 amRNSFinal Year Results for year end 31 December 2012
20th Jun 20139:54 amRNSIssue of Warrants
15th Apr 20137:00 amRNSCoal Transportation Contract
21st Dec 20129:29 amRNSResult of AGM
30th Nov 20129:08 amRNSNotice of AGM
25th Sep 20123:24 pmRNSHalf Yearly Report
28th Jun 20128:39 amRNSFinal Results
24th May 201210:05 amRNSCommencement of Trucking Operations
17th May 20128:40 amRNSBoard Changes
11th May 20122:00 pmRNSBoard Appointment
15th Mar 20123:12 pmRNSIssue of Equity
28th Feb 20122:22 pmRNSReplacement re Issue of Shares and TVR
27th Feb 20127:00 amRNSIssue of Equity & Total Voting Rights
14th Feb 20121:30 pmRNSCommencement of coal transportation contract
14th Feb 20121:30 pmRNSAcquisition of 30% of Nova Mongolia Corp Pte Ltd
12

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