13 Jan 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Richland Resources Ltd or other evaluation of any securities of Richland Resources Ltd or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
13 January 2020
Richland Resources Ltd
("Richland" or the "Company")
Equity Fundraising of approximately £150,000 gross
Richland (AIM: RLD) is pleased to announce that the Company has conditionally raised, in aggregate, approximately £150,000 (before expenses) through a placing of 105,000,000 new common shares of US$0.0003 each in the capital of the Company ("Common Shares") (the "Placing Shares") (the "Placing") with certain new investors at an issue price of 0.10 pence per Placing Share (the "Issue Price") and a subscription for a further 45,000,000 new Common Shares (the "Subscription Shares") by a new investor also at the Issue Price (the "Subscription") (the Placing and Subscription together being the "Equity Fundraising").
Details of the Equity Fundraising
The Placing was arranged via Peterhouse Capital Limited ("Peterhouse") as agent of the Company. Pursuant to the Placing and Subscription, in aggregate, 150,000,000 new Common Shares will be issued at the Issue Price to certain new investors. The Issue Price represents a discount of approximately 5 per cent. to the closing price of a Common Share of 0.105 pence on 9 January 2020, which was used to set the Issue Price, and a discount of approximately 31 per cent. to the closing middle market price of a Common Share of 0.145 pence on 10 January 2020, being the latest practicable business day prior to this announcement.
Peterhouse are due 5 per cent. commission on the gross proceeds of the Placing and 1 per cent. commission on the gross proceeds of the Subscription which it has agreed will be settled by the issue of 5,700,000 new Common Shares to Peterhouse (the "Commission Shares"). In addition, Peterhouse has agreed that its initial six monthly retainer fee for 2020 will be settled by the issue to it of a further 10,000,000 new Common Shares at the Issue Price (the "Broker Fee Shares").
The Equity Fundraising is conditional upon admission of the Placing Shares and Subscription Shares to trading on AIM ("Admission").
The Placing Shares and Subscription Shares (together, the "Equity Fundraising Shares") represent, in aggregate, approximately 14.64 per cent. of the Company's enlarged issued share capital (as enlarged by the Equity Fundraising Shares, the Commission Shares and the Broker Fee Shares). The Equity Fundraising Shares, Commission Shares and Broker Fee Shares will rank pari passu in all respects with the Company's existing Common Shares and will be issued fully paid.
Admission to trading
Application will be made to the London Stock Exchange for Admission of the abovementioned new Common Shares and it is expected that Admission will become effective and that dealings in the Equity Fundraising Shares, Commission Shares and Broker Fee Shares (together, the "New Shares") will commence at 8.00 a.m. on 16 January 2020. Following Admission, the Company will have 1,024,839,558 Common Shares with voting rights in issue and holds a further 7,275,000 Common Shares in treasury.
Use of Proceeds
As previously announced on 2 January 2020, the Company is currently an AIM Rule 15 cash shell and, as such, is required to complete a reverse takeover under AIM Rule 14 or otherwise seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8 by 30 June 2020. Accordingly, the Company is seeking to identify a suitable reverse takeover transaction in the mining sector and the net proceeds from the Equity Fundraising will be utilised to provide the Company with additional general working capital and to satisfy the costs and expenses associated with pursuing such a transaction. However, there can be no guarantee that the Company will be able to secure a suitable reverse takeover transaction and subsequently be re-admitted to AIM.
For further information, please contact:
Anthony Brooke Chief Executive Officer +66 81 854 1755
| Edward Nealon Chairman +61 409 969 955
| Mike Allardice Group Company Secretary +852 91 864 854
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Nominated Adviser Strand Hanson Limited James Harris Matthew Chandler James Bellman +44 (0) 20 7409 3494
| Broker Peterhouse Capital Limited Duncan Vasey / Lucy Williams (Broking) Eran Zucker (Corporate Finance) +44 (0) 20 7469 0930
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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Note to Editors:
Further information is available on the Company's website: www.richlandresourcesltd.com. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.