Weatherly International Plc Regulatory News (WTI)

Weatherly International Plc

("Weatherly" or "the Company" or "The Group")

 Placing and Posting of Notice of General Meeting

Weatherly announces that, further to its announcement of 8 May 2015, it has today posted a circular (the "Circular") to shareholders including a notice of general meeting ("General Meeting") relating to Weatherly's proposed placing of 111,666,721 new Ordinary Shares at a price of 2 pence per share to raise approximately £2.23 million (before expenses).

The General Meeting of the Company is to be held at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS on 9 June 2015 at 2.00 p.m.

Further details in respect of the Placing and the Circular are set out below. The Circular will shortly also be available on the Company's website at www.weatherlyplc.com.

All capitalised terms in this announcement have the same meanings as those given to them in the Circular, unless the context otherwise requires.

For further information please contact:

Weatherly International Plc +44 (0) 20 7936 9910

Rod Webster, Chief Executive Officer

Kevin Ellis, CFO and Company Secretary

RFC Ambrian Limited +44 (0) 20 3440 6800

(Nominated Adviser & Broker)

Samantha Harrison / John van Eeghen

Finncap  +44 (0) 20 7220 0500

(Joint Broker)

Christopher Raggett

Blytheweigh +44 (0) 20 7138 3204

(Financial PR)Tim Blythe / Camilla Horsfall / Megan Ray

THE PLACING

The Company has conditionally raised £2.23million (before expenses) by way of a placing of 111,666,721 new Ordinary Shares pursuant to the Placing Letters. The Placing Shares have been conditionally placed with certain existing shareholders.

Orion Mine Finance (Master) Fund 1 LP, now a shareholder in Weatherly, has confirmed that it has elected to subscribe for 88,888,889 new Ordinary Shares in the Placing at a price of 2p per ordinary share for approximately £1.77 million (being approximately US$2.8 million). This comprises US$2.8 million which was firmly committed as per the announcement of 8 May 2015. Orion has elected not to subscribe for a further US$2.5 million in the Placing.

Another of Weatherly's major shareholders, Logiman, has committed to subscribe for a further 16,527,832 ordinary shares at a price of 2p per ordinary share for approximately £0.33 million (being US$0.5 million).

The Company has obtained subscription commitments from other existing shareholders for a further 6,250,000 ordinary shares at a price of 2p per ordinary share for approximately £0.13 million (being approximately US$0.19 million) subject to shareholder approval.

The Placing is conditional upon, amongst other things, the passing of the Resolutions to be proposed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 30 June 2015.

The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date of their allotment.

The Placing Price has been determined having regard to prevailing market conditions. Accordingly, the Directors consider that the Placing Price of the Placing Shares is fair and reasonable as far as Shareholders are concerned.

USE OF PROCEEDS

Weatherly is now raising approximately £2.19 million (net of expenses) by way of the Placing. The net proceeds of the Placing will be used to fund the working capital requirements of Tschudi and the Group.

With the additional equity support from Orion and the further placees, as well as the Orion debt facilities, it is expected that Tschudi's and the Group's working capital requirements will be met through the ramping up of production. . However, should copper prices deteriorate further or should there be any further delays to the Tschudi ramp-up, then there may be a requirement for further working capital by the Group. Management will continue to review the Group's financial situation and the level of debt service. 

Should the Placing not be approved by the Company's shareholders, then Weatherly will be required to obtain Orion's consent to drawdown equivalent sums under Tranche C of the debt facilities with Orion and incur the servicing costs of this.

SIGNIFICANT SHAREHOLDERS

Insofar as has been notified to the Company, the following persons hold, as at the date of this document, and are expected to hold immediately following Admission, directly or indirectly, 3 per cent. or more of the Enlarged Share Capital:

GENERAL MEETING

At the General Meeting, shareholders will be asked to consider and, if thought fit, pass the following Resolutions to authorise the Directors:

1.  to allot shares or grant rights to subscribe for or to convert any security into shares pursuant to section 551 of the Companies Act up to an aggregate nominal amount of £5,862,349.61 comprising: (a) up to an aggregate nominal value of £558,333.61 in connection with the Placing; and (b) otherwise than in connection with the Placing, up to an aggregate nominal value equal to £5,304,016  being approximately one third of the aggregate nominal amount of the Company's issued share capital immediately following the Placing, assuming that the Placing Shares are issued; 

2. to allot such shares or grant such rights in connection with the Placing in the aggregate nominal amount of £558,333.61 free of the statutory pre-emption rights contained in section 561(1) of the Companies Act; and

3. to allot such shares or grant such rights otherwise than in connection with the Placing up to an aggregate nominal amount of £530,402 being approximately 10 per cent. of the aggregate nominal amount of the Company's issued share capital immediately following the Placing, assuming that the Placing Shares are issued, free of the statutory pre-emption rights contained in section 561(1) of the Companies Act.

These Resolutions serve to effect the Placing as well as authorising the Directors to issue up to 10 per cent. of the Enlarged Share Capital for cash on a non-pre-emptive basis without requiring further Shareholder approval. In relation to Resolution 3, it is noted that there is no current intention to use the Directors' authority to be granted under that Resolution.

Resolution 1 will be proposed as an ordinary resolution and will therefore require the approval of a majority of Shareholders voting in person or by proxy at the General Meeting.

Resolutions 2 and 3 will be proposed as special resolutions and will therefore each require the approval of not less than 75 per cent. of Shareholders voting in person or by proxy at the General Meeting.

ADMISSION

Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. It is expected that subject to the passing of the Resolutions at the General Meeting, Admission will become effective and that dealings will commence in the Placing Shares at 8:00am on 10 June 2015.

Following Admission of the Placing Shares, the Company's issued share capital admitted to trading will consist of 1,060,803,192 ordinary shares of 0.5 pence each in the capital of the Company. The Company does not hold any ordinary shares in treasury. The total number of voting rights in the Company will be 1,060,803,192 and this figure may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

RECOMMENDATION AND VOTING INTENTIONS

The Directors believe that the Placing and the authority sought to issue up to 10 per cent. of the Enlarged Share Capital for cash on a non-pre-emptive basis will promote the success of the Company for the benefit of the members as a whole and accordingly they unanimously recommend you to vote in favour of the Resolutions to be proposed at the General Meeting. In relation to Resolution 3, the Directors have no current intention to use the authority to be granted under that Resolution.

The Directors have undertaken to vote in favour of the Resolutions in respect of a total of 53,715,732 Ordinary Shares, in which they control voting rights, representing 5.7 per cent. of the issued share capital of the Company. In addition, Orion, Logiman, El Oro Limited and Christopher Chambers, who together hold an aggregate of 315,976,461 Ordinary Shares have undertaken to vote in favour of the Resolutions. Accordingly, voting undertakings in respect of 369,692,193 Ordinary Shares have been received to vote in favour of the Resolutions, equivalent to 39.0 per cent. of the voting rights which may be exercised.

Shareholders are reminded that the Placing is conditional, among other things, on the passing of the Resolutions to be proposed at the General Meeting. Should the Resolutions not be passed the Placing will not proceed and all subscription monies will be returned to investors.