Last checked at 29 Apr 2016 11:00
Red Rock Resources Plc
("Red Rock" or the "Company")
Strategic Financing and Director Purchases; TVR
29 April 2016
Placing of Shares
Red Rock Resources Plc, the natural resource investment and development company with precious metals and energy interests is pleased to announce a strategic financing including a £35,000 participation by Company directors.
Highlights:
§ Red Rock is issuing a total of 97,023,801 ordinary shares of 0.01p each ("Placing Shares") in the Company at a price of 0.42 pence per Placing Share (the "Placing"). The gross proceeds of the Placing are £407,500;
§ For each Placing Share, each subscriber will be issued with one warrant exercisable at 0.84 pence per share and expiring thirty months after the date of admission to trading on AIM of the Placing Shares ("Warrants");
§ The Warrants are subject to an accelerator whereby they must be exercised or abandoned should Red Rock shares trade at a ten day volume-weighted average price of 2.5 pence or more;
§ Metal Tiger plc (AIM:MTR)("MTR") has agreed to subscribe £125,000 for 29,761,904 of the Placing Shares.
§ Metal Tiger is in addition subscribing for £100,000 of Red Rock shares under a strategic equity exchange agreement ("Subscription", as outlined below);
§ Metal Tiger has the right to appoint a Non-Executive director to the board of Red Rock at any time during the next 12 months;
§ Directors of the Company are subscribing for £35,000 of stock in the placing (see below) following recent on-market purchases;
§ The financing funds the expected cost of Red Rock's Shoats Creek drilling participation for 2016. It will also allow for the enhancement of existing gold interests, and potential acquisition of new opportunities.
Andrew Bell, Chairman of Red Rock Resources said: "This financing comes at a key time and marks the point from which the potential for a sustained recovery in the natural resource sector and for Red Rock Resources becomes more visible.
Our developing oil interests are designed to cover our day-to-day costs thus making Red Rock self-sufficient at a core level. Our oil revenues are projected to build steadily through 2016, at the same time as gold royalties build in the second half of 2016 and other income streams develop. Scheduled payments from last year's disposal of Colombian gold interests are expected to be a substantial contributor in the second half of 2016. A number of positive developments are being engineered within our existing interests and we are looking forward to reporting this progress across our existing portfolio in the near term.
This favourable outlook puts us in a position to turn our attention from short term to strategic considerations.
We now have strategic financing support from Metal Tiger, who have expressed an interest in working with us to further improve our investment proposition and we expect pass us new opportunities. We welcome this on-going support and will be working with the team at Metal Tiger to accelerate the growth within our business, and growth that adds value for investors."
Director Participation
Andrew Bell, Sam Quinn and Scott Kaintz, directors of the Company, participated in the Placing as follows:
- Andrew Bell subscribed for 4,761,904 Placing Shares at a total cost of £20,000
- Sam Quinn subscribed for 1,785,714 Placing Shares at a total cost of £7,500
- Scott Kaintz subscribed for 1,785,714 Placing Shares at a total cost of £7,500
As a result of their participation their holdings on completion of the Placing will be:
Directors | Ordinary Shares in the Company | |||||
Direct | Indirect* | Total | Total Share Capital % | Total Warrants | Total Options | |
Andrew R M Bell | 7,706,077 | 4,148,914 | 11,854,991 | 3.02% | 5,867,167 | 5,760,000 |
Scott C Kaintz | 0 | 4,598,194 | 4,598,194 | 1.17% | 1,785,714 | 4,680,000 |
Sam Quinn | 0 | 3,116,766 | 3,116,766 | 0.79% | 1,996,240 | 900,000 |
* Andrew Bell and Scott Kaintz both hold 2,812,480 shares, and Sam Quinn holds 910,000 shares held by the Share Incentive Plan Trustees. In addition, Andrew Bell indirectly holds 5,600 shares through Beaufort Securities Nominees Limited and 1,330,834 shares in the account of Brewin 1762 Nominees Limited and 6,972,430 shares directly and jointly with Stephanie Bell. Sam Quinn indirectly holds 2,206,766 shares through Fitel Nominees Limited/WH Ireland.
Additional subscription by Metal Tiger plc ("Subscription")
MTR has in addition agreed to subscribe £100,000 for a further 23,809,523 new ordinary shares in Red Rock of 0.01p each ("New Shares") at the same time as the Placing but without attached warrants. Red Rock has agreed to accept payment in the form of 1,818,182 MTR shares based on a price per MTR share of 5.5 pence per MTR share ("Payment Shares"). MTR and RRR have agreed not to dispose of the New Shares or the Payment Shares received through this equity exchange for a period of three months from issue without the agreement of the other party, such agreement not to be unreasonably withheld. The issues of the New Shares and the Payment Shares are subject to auditor's approval of the valuations.
Following completion of the Placing and the issue of New Shares Metal Tiger plc will hold 53,571,427, being 13.65%, of the enlarged issued capital of Red Rock.
Admission to trading on AIM and Total Voting Rights (TVR)
The Placing Shares and New Shares, when issued, will rank pari passu in all respects with the Company's existing issued ordinary shares. Application will be made for the admission of the Placing Shares and New Shares to trading on AIM and it is expected that such admission will occur and that dealings will commence at 8.00 a.m. on or around 13 May 2016. The Subscription and Placing are conditional on admission becoming effective.
Following the completion of the acquisition announced on 28 April 2016 pursuant to which 21,315,971 new ordinary shares are expected to be issued on or around 5 May 2016 (the "Acquisition") and the issue of the 97,023,801 Placing Shares and 23,809,523 New Shares, the Company will have 392,325,740 ordinary shares of 0.01p each in issue with voting rights. This figure may, following the completion of the Acquisition, Subscription and Placing, 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 under the FCA's Disclosure and Transparency Rules. No ordinary shares are held in Treasury.
For Further Information Contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Executive Director Red Rock Resources Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd.