15 Apr 2019 15:06
Regency Mines PLC
("Regency" or the "Company")
Issue of Equity and Update on Loan Agreement
15 April 2019
Regency Mines Plc ("Regency" or the "Company"), the natural resource exploration and development company with interests in coal, energy storage, natural gas and battery metals announces the completion of a £240,000 placing via its Broker, First Equity Limited, as well as an update on its current borrowings.
Highlights:
o £240,000 (gross) raised at £0.0006 per share
o Attached 24 month 1 for 1 warrants exercisable at £0.001
o Funding to be used to provide funding during the strategic review of operations
o 6 months lock up agreed in respect of a total of 218,400,146 shares converted on 15 March and 25 March 2019 under loan arrangements
o Delayed loan repayments beginning July 2019
Scott Kaintz, Director, comments: "After several months of disruptions, this placing, alongside significant modifications to our loan facility and associated lock-ups, put the Company on an even keel and allow it move forward in its process of conducting a strategic review of its operations. We will commence a detailed analysis of our assets and overarching strategy, and we expect to announce additional board members during this period. We appreciate the support of many long-standing Regency investors and stakeholders as we continue to move the business onward."
Equity Placing
Regency has raised £240,000 by way of a placing of 399,999,998 new ordinary shares of 0.01 pence each ("Shares") in the Company at a price of £0.0006 per Share with 1 for 1 warrants exercisable at a price of £0.001 per Share for twenty-four months ("April 2021 Warrants")(together the "Placing").
Each warrant will include an accelerated exercise condition ("Accelerator") such that in the event the Company's volume weighted average share price exceeds £0.005 for a period of ten consecutive trading days, the Company shall have the right, but not the obligation, to give holders of the warrants 14 calendar days' notice that the warrants must be exercised within a further 14 calendar days, following which they will otherwise expire.
As part of the Placing, £20,000 worth of Shares have been issued to Red Rock Resources PLC in partial extinguishment of outstanding obligations. These 33,333,333 Shares have been further agreed to be locked up for a period of six months.
Director Dealings
11,666,666 Shares were subscribed by Scott Kaintz, a director of the Company. 5,000,000 Shares were subscribed by Andrew Bell, a director of the Company.
The table below sets out the total shareholding and interests of Mr Bell and Mr Kaintz in the share capital of the Company:
Directors | Ordinary Shares | Total Shares | % of Enlarged Issued Share Capital | Options | Warrants ** | |
Direct | Indirect * | |||||
Andrew R M Bell | 43,629,720 | 6,014,495 | 49,644,215 | 3.32% | 13,360,000 | 24,494,949 |
Scott C Kaintz | 12,596,809 | 6,014,495 | 18,611,304 | 1.24% | 12,420,000 | 12,575,757 |
* Mr A Bell and Mr S Kaintz are each the beneficiaries of 6,014,495 shares held on their behalf by the SIP Trustees.
** Mr A Bell's holding of warrants was incorrectly stated on 6 April 2018 and subsequently. The correct number before this issue was that stated in the announcement of 11 January 2018.
Loan Note Amendments
To facilitate the forward development of the Company, YA II PN Ltd and Riverfort Capital Ltd (together the "Lenders") have agreed on the following modifications to their existing loan facility with the Company.
o A total of 218,400,146 Lenders owned shares will be locked up for a 6-month period
o Lenders have agreed that the Company is fully up to date on all outstanding obligations relating to its loan note announced on 6 Jun 18 and 14 Jan 19
o Repayment schedule amended with next repayment due in Jul 2019
Operational Strategic Review
The Company will now commence a strategic review of its operations following the completion of this fundraising, where it intends to augment the board and refocus the business on the key drivers of value creation. As part of this process, the entire portfolio of assets and business systems will be reviewed, with the goal of streamlining the investment proposition and building a dynamic grouping of projects and investments, with the target of driving investor returns over both the short and longer term horizons.
Additional announcements will be made as appropriate.
Admission to trading on AIM and Total Voting Rights (TVR)
Application is being made for 399,999,998 new ordinary shares to be admitted to trading on AIM, which is expected to be on or around 18 April 2019.
Following the issue of the Placing Shares, the issued share capital of the Company will consist of 1,495,654,159 ordinary shares of 0.01p each with voting rights. No Ordinary Shares are held in Treasury.
The above figure of 1,495,654,159 may be used by shareholders 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 Disclosure and Transparency Rules.
Note: Market soundings, as defined in the Market Abuse Regulation ("MAR"), were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
For further information, please contact:
Scott Kaintz 0207 747 9960 Director Regency Mines Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0207 374 2212 Broker First Equity Limited
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
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| Details of the person discharging managerial responsibilities / person closely associated
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| Name
| Scott Kaintz | ||||||||
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| Position/status
| Director | ||||||||
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| Initial notification /Amendment
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| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Regency Mines Plc | ||||||||
b)
| LEI
| 2138009ECXQQ3EGKVY57 | ||||||||
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| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
a)
| Description of the financial instrument, type of instrument | (i) Ordinary Shares of 0.01p each (ii) Warrants over Ordinary Shares of 0.01p each
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Identification code | ISIN: GB00BYVT4J08 | |||||||||
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b)
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| (i) Subscription (ii) 1 for 1 Warrants issued pursuant to Subscription | ||||||||
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| Date of the transactions
| 15 April 2019 | ||||||||
f)
| Place of the transaction
| Off Market | ||||||||
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| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Andrew Bell | ||||||||
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| Reason for the notification
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| Position/status
| Director | ||||||||
b)
| Initial notification /Amendment
| Initial Notification | ||||||||
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| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Regency Mines Plc | ||||||||
b)
| LEI
| 2138009ECXQQ3EGKVY57 | ||||||||
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| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
a)
| Description of the financial instrument, type of instrument | (iii) Ordinary Shares of 0.01p each (iv) Warrants over Ordinary Shares of 0.01p each
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Identification code | ISIN: GB00BYVT4J08 | |||||||||
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| (iii) Subscription (iv) 1 for 1 Warrants issued pursuant to Subscription | ||||||||
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Aggregated volume | n/a | |||||||||
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e)
| Date of the transactions
| 15 April 2019 | ||||||||
f)
| Place of the transaction
| Off Market | ||||||||