("Vast" or the "Company")
Open Offer to raise up to
The total subscription proceeds payable by Shareholders under the Open Offer shall be less than
The definitions that apply throughout this announcement can be found at the end of this announcement.
1. Introduction
As announced on
Supplemental to the Placing, and in order to allow all Shareholders to participate on the same terms as those investors in the Placing, the Company is now undertaking an 1 (One) for 20 Open Offer to raise up to approximately
Through its recent announcements the Company has signalled that its Directors have estimated a strategic financial requirement for its operations of
While such measures are being negotiated the Company requires finance towards its overall
2. Background to the Company
In
In
In the short-term, the Company is focused on:
· optimising mining operations at
· subject to the award of the association licence, to commission
· completion of the construction of the sulphide plant at PPGM.
Additionally, the Company is now evaluating recommencement of operations at GGM which is proximal to PPGM.
The Board sees that MPM and BPPM will serve as a test case for future developments in
The Company also has a pipeline of additional assets at various stages in the development curve, from deposit discovery to previously producing mines; the Board aims to realise these assets within a sensible time frame. In the interim, the Company is committed to keeping a low-cost base and generating revenues.
3. The Open Offer and Placing
The Company is proposing to raise, assuming the issue of the maximum number of New Ordinary Shares pursuant to the Open Offer, gross proceeds of approximately
The Open Offer is supplemental to the Placing to raise
Qualifying Shareholders on the register of members at the close of business on
1 (One) Open Offer Share for every 20 Existing Ordinary Shares then held
The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared in respect of such Ordinary Shares by reference to a record date falling after the date of issue of the New Ordinary Shares.
Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility.
Application is being made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on
Following Admission and assuming the issue of all the New Ordinary Shares, the total issued share capital of the Company will be 5,110,975,579 Ordinary Shares.
The Open Offer is conditional upon admission of the Placing Shares and the Open
Fractions of Open
Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements.
Further details concerning the Open Offer are given in paragraph 6 below.
4. Current Trading and Outlook
The Company has made significant progress over the last 20 months, over which it has completed its transition from an explorer to a miner.
Manaila Polymetallic Mine
· This is an open-pit mine with a current JORC Indicated and Inferred mineral resource of 2,600,000 tonnes open pit at 1.0% copper and 0.9% zinc at a cut-off grade of 0.25% copper, together with considerable exploration targets.
· The Group has increased its holding in the mine to 100%.
· A licence extension has been obtained that increases the total prospecting licence area by more than 20 times.
· Production has increased over the time period and optimisation initiatives undertaken.
· A zinc flotation line has been installed to establish a second revenue stream.
· A gravity concentrator has been installed to extract a pyrite concentrate containing gold credits.
· A phase 1, ten-hole drill programme for 1,000 metres at the Carlibaba prospect located adjacent to the current Manaila open pit has been completed and results announced on 4 October 2017. Phase 2 drilling to test the extension of the ore body at depth has been completed and assays sent to an independent external laboratory for analysis.
· It is the Group's objective to establish a second open pit mining operation at Carlibaba and to establish an enlarged mining complex that will utilise a centralised metallurgical processing facility for both open pits.
Baita Plai Polymetallic Mine
· This is a skarn deposit comprising several veins in calcareous sediments in 5 distinct pipes with a reserve and resource under the Romanian reporting system of 1,800,000 tonnes copper-lead-zinc, gold and silver with uncategorised resources of molybdenum, tungsten and bismuth.
· This has uncategorised resources in other pipes and a substantial exploration upside.
· After an extremely long and difficult process due to the insolvency of the previous owner, the point has been reached where the Directors believe that the grant of an association licence giving the right to mine is imminent.
· The mine is expected to become operational within 6 months of the grant of the licence.
· The budgeted expenditure before first revenue is $1.5 million (CAPEX $1.2m + resource drilling $0.3m ). This low figure reflects the fact that the Group has acquired 60 years of infrastructure development and investment that would take 5-10 years to build today. Basic care and maintenance has been undertaken by the company to ensure access to the underground infrastructure is unimpeded.
Additional Romanian Interests
Commencing prospecting activities at Piciorul Zimbrului and Magura Neagra (74km from Manaila) in October 2017. Initial estimates derived from open source literature related to the mineralisation at Magura Neagra have indicated an exploration target (non JORC compliant) of up to 3,000MT of ore to a depth of 600 metres at grades of up to 0.8% copper and 0.5 grams per tonne gold.
Pickstone Peerless Gold Mine
· Significantly increased production and revenues have been achieved.
· A new sulphide plant is nearly completed and due for commissioning imminently. This is estimated to increase production to at least 35,000 tonnes per month from the current level of 20,000 tonnes per month.
5. Reasons for the Placing and the Open Offer
Through its recent announcements, the Company has signalled that its Directors have estimated a strategic financing requirement for its operations of
|
US$ |
||
|
4.0m |
||
|
1.2m |
||
|
pre-opening |
0.3m |
0.6m |
post opening |
0.3m |
||
Piciorul Zimbrului and Magura Neagra prospecting |
0.4m |
||
|
1.2m |
||
Repayment of SSGI loan to finalise Baita Plai exploitation licence |
1.6m |
||
General working capital |
1.0m |
||
TOTAL |
10.0m |
As announced on
While such measures are being negotiated, the Company requires finance on account of its overall requirement, which it believes should be satisfied by an equity fundraise of a minimum
6. Further details concerning the Open Offer Excess Application Facility
Provided that they take up their Open Offer Entitlement in full, Qualifying Shareholders may apply to subscribe for Excess Shares using the Excess Application Facility, should they wish. Qualifying Non-CREST Shareholders wishing to subscribe for Excess Shares may do so by completing the relevant sections on the Application Form. Qualifying CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlement will have Excess CREST Open Offer Entitlements credited to their stock account in CREST.
Applications for Excess Open Offer Entitlements will be satisfied only and to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their Open Offer Entitlements. Once subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will have received an Application Form with this document which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open
Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies this document and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of a Restricted Jurisdiction. Applications by Qualifying CREST Shareholders for Excess Open Offer Entitlements in excess of their Open Offer Entitlements should be made in accordance with the procedures set out.
Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.
The latest time for applications under the Open Offer to be received is 11.00 a.m. on 11 December 2017. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.
In any event, the Directors will continue to assess suitable available funding options for the Company going forward for the purposes of bolstering the Company's working capital position and securing the funding necessary to pursue its corporate strategy.
7. Directors' interests
Following completion of the Placing (as described above), the interests of the Directors in the Company are, as shown below. The Directors will not be participating in the Open Offer as they deem that they are in a Close Period with respect to publication of their interim financial results for the half year ended
Directors, senior managers and associated holdings |
No. of Ordinary Shares currently held |
% of Currently Issued Share Capital |
% of Enlarged Share Capital |
|
nil |
nil |
nil |
|
nil |
nil |
nil |
|
31,607,029 |
0.67 |
0.62 |
|
nil |
nil |
nil |
Total |
31,607,029 |
0.67 |
0.62 |
Notes:
* The above assumes full take-up of the Open Offer and that no Open
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Expected date of admission of the Placing Shares
Record Date for entitlement under the Open Offer
Announcement of the Open Offer and Ex-Entitlement Date
Posting of this document to Qualifying
non-CREST shareholders only, the Application Form
Open Offer Entitlements and Excess CREST Open Offer
Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of
Open Offer and Excess CREST Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and Excess CREST
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide
market claims)
Latest time and date for receipt of completed Application
Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate)
Expected date of announcement of results of the Open Offer
Admission effective and dealings in the New Ordinary Shares expected
to commence
Expected date for crediting of the New Ordinary Shares in uncertificated
form to CREST accounts
Expected date of despatch of definitive share certificates for new ordinary
shares in certificated form
Notes:
(1) If you have any questions on the procedure for acceptance and payment, you should contact Link Asset Services on 0371 664 0321. Calls are charged at standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between
(2) The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this document may be adjusted by Vast Resources in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.
(3) All references to time in this document are to time in London, United Kingdom.
OPEN OFFER STATISTICS
Issue Price |
|
Number of Existing Ordinary Shares in issue as at the date of this document |
4,685,237,513 |
Number of Post Placing Ordinary Shares expected to be in issue* |
4,876,713,703 |
Basis of the Open Offer |
1 (One) Open Offer Share for every 20 Existing Ordinary Shares |
Maximum number of New Ordinary Shares expected to be issued pursuant to the Open Offer: |
234,261,876 |
|
5,110,975,579 |
Percentage of the |
4.58% |
Gross proceeds of the Open Offer* (approximately) |
|
ISIN of the Open Offer Entitlement |
GB00BF41DP97 |
ISIN of the Excess Open Offer Entitlements |
GB00BF41DQ05 |
* This includes 1,000,000 Ordinary Shares issued on the same day as the Placing (
Definitions
Definitions included in this Announcement are derived from the Company's Open Offer Circular. The following definitions apply throughout this announcement unless the context otherwise requires:
"2006 Act" or "Act" |
the Companies Act 2006 |
"Admission" |
admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules for Companies |
"AIM" |
the market of that name operated by the |
"AIM Rules for Companies" |
the AIM Rules for Companies, as published and amended from time to time by the |
"AIM Rules for Nominated Advisers" |
the rules for nominated advisers to AIM companies, as published and amended from time to time by the |
"Applicant" |
a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer |
"Application Form" |
the application form which accompanies this document on which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer |
"Articles" |
the existing articles of association of the Company as at the date of this document |
"Beaumont Cornish" |
|
"Board" or "Directors |
the directors of the Company from time to time |
"BBPM" |
the Baita Plai polymetallic mine in Transylvania, Romania |
"Business Day" |
any day (other than a Saturday or Sunday) upon which commercial banks are open for business in London |
"Brandon Hill" |
|
"Company" or "Vast Resources" |
|
"CREST" |
the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations |
"CREST Manual" |
the rules governing the operation of CEST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary and Terms promulgated by Euroclear and as amended from time to time) |
"CREST member" |
a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations) |
"CREST participant" |
a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) |
"CREST payment" |
shall have the meaning given in the CREST Manual issued by Euroclear UK & Ireland |
"CREST Regulations" |
the Uncertificated Securities Regulations 2001, as amended |
"CREST Sponsor" |
a CREST participant admitted to CREST as a CREST sponsor |
"Directors" |
the directors of the Company |
"Disclosure and Transparency Rules" |
the disclosure rules and transparency rules made by the |
" |
the issued ordinary share capital of the Company immediately following Admission assuming issue of the Placing Shares and that the Open Offer is fully subscribed |
"euro", "€" or "EUR" |
the official currency of the |
"Euroclear UK & Ireland" |
|
"Excess Application Facility" |
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlements and which may be subject to scaling back in accordance with the provisions of this document in accordance with the terms and conditions of the Open Offer |
"Excess CREST Open Offer Entitlements" |
in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document |
"Excess Open Offer Entitlement" |
an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document |
"Excess Shares" |
Open Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility |
"Excluded Overseas Shareholder" |
an Overseas Shareholder who is resident in, or who has a registered mailing address in a Restricted Jurisdiction |
" |
the issued ordinary share capital of the Company as at the date of this document |
"Existing Ordinary Shares" |
the existing Ordinary Shares as at the date of this document |
"FCA" |
the |
"FSMA" |
the |
"GGM" |
the Giant gold mine in Zimbabwe |
"Group" |
the Company together with its subsidiaries from time to time |
"ISIN" |
International Securities Identification Number |
"Issue Price" |
|
"Link" |
Link Asset Services, a trading name of |
" |
|
"Money Laundering Regulations" |
the Money Laundering Regulations, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) |
"MPM" |
the Manaila polymetallic mine in Suceava County, Romania |
"New Ordinary Shares" |
the new Ordinary Shares to be issued pursuant to the Open Offer |
"Official List |
the daily official list maintained by the |
"Open Offer" |
the invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares on the terms and subject to the conditions set out in Part III of this document and, where relevant, in the Application Form |
"Open Offer Entitlement" |
the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 1 (One) Open Offer Share for every 20 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer |
"Open Offer Shares" |
the 234,261,876 New Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer |
"Ordinary Shares" |
the ordinary shares of |
"Overseas Shareholder" |
a Shareholder who is resident, or who is a citizen of, or which are corporations, partnerships or entities created or organised under the laws of countries, or who has a registered address in a jurisdiction outside the United Kingdom |
"Participant ID" |
the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
"Placing" |
the placing announced on |
"Placing Shares" |
the Ordinary Shares issued pursuant to the Placing |
" |
the expected issued ordinary share capital of the Company post admission of the Placing Shares to AIM |
"Post Placing Ordinary Shares" |
the Ordinary Shares that are expected to be in issue post admission of the Placing Shares to AIM |
"PPGM" |
the Pickstone Peerless gold mine in Zimbabwe |
"Prospectus Rules" |
the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market |
"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in uncertificated form |
"Qualifying non-CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in certificated form |
"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholders who are resident in, or who are citizens of, or who have a registered address in a Restricted Jurisdiction) |
"Record Date" |
|
"Receiving Agent" |
Link Asset Services, Corporate Actions, The Registry, |
"Registrars" |
Link Asset Services, The Registry, |
" |
Ordinary Shares and/or rights to subscribe for or convert any security into Ordinary Shares |
"Restricted Jurisdiction" |
each and any of the United States of America, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore and any other jurisdiction where the extension or availability of the Open Offer would or might breach any applicable law or regulations |
"SEC" |
the |
"Shareholder" |
a holder of Ordinary Shares |
" |
the register of Shareholders of the Company |
"sterling", "pounds sterling","£", "pence" or "p" |
the lawful currency of the United Kingdom |
"stock account" |
an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited |
"SVS" |
|
" |
the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA |
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" |
the United States of America |
"US$" or "US dollar" |
the lawful currency of the United States of America |
"US Securities Act" |
the United States Securities Act of 1933 |
**ENDS**
For further information, visit www.vastresourcesplc.com or please contact:
|
+44 (0) 20 7236 1177
|
Beaumont Cornish - Financial & Nominated Adviser James Biddle
|
www.beaumontcornish.com |
Jonathan Evans
|
+44 (0) 20 3463 5016 |
Ben Tadd |
+44 (0) 20 3700 0100
|
|
www.stbridespartners.co.uk |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes
Vast Resources currently own and operates the
The Company also has interests in a number of projects in Southern Africa including a 25 per cent. interest in the producing
This information is provided by RNS