Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
20 December 2018
Vast Resources plc
(“Vast” or the “Company”)
Vast Resources plc, the AIM listed mining company with operations in
Highlights:
- A total of up to
US$3,150,000 in zero coupon convertible securities in two equal tranches allows Vast to fund further working capital including for the Baita Plai Polymetallic Mine and other leading projects. - This funding allows these projects to commence immediately prior to the receipt of the anticipated
US$5,500,000 of Tranche B Mercuria funding which has been delayed due to local administrative reasons but is now expected early in the New Year. - Funding provided by
New York based fund, Bergen Global Opportunity Fund, LP, an institutional investor. - Company may elect to repay each tranche in full within 90 days of execution date, subject to prior conversion rights which arise after an initial period of 30 days from the date of each advance.
- Staged funding potentially minimises dilution to existing shareholders.
- No warrants attached to the funding.
The Company announces that it has entered into a convertible securities issuance deed (the “Agreement”) with the Funder, an institutional investment fund managed by Bergen Asset Management, LLC, a
The Convertible Securities will (subject to satisfaction of certain conditions) be issued in two tranches and the Company will make an announcement of the issue of each Convertible Security. The initial Convertible Security will have the nominal value of
Each of the Convertible Securities will have a term of 12 months.
No conversion rights will attach to either Convertible Security for the first 30 days after the date of its respective issue. Thereafter, the Convertible Securities will (subject to the satisfaction of certain conditions) be convertible into Shares of the Company, in whole or in part, at the option of the Funder. The Company will make an announcement if at any time any Convertible Securities are converted in whole or in part and will specify in such announcement the relevant conversion price, which will be, at the Funder’s election: (a) (as to no more than
In addition to the non-conversion period, the Funder has agreed to certain, substantial, limitations on its ability to dispose of the Shares following a conversion of the Convertible Securities, by reference to the trading volume of the Shares on AIM (provided that no default has occurred). Additionally, the Funder may postpone the funding of the second tranche of the Convertible Securities in the event that the market price of the Shares is below a specified level being 0.2p for any two consecutive trading days during the term of the Agreement and, should the price of the Shares remain below that level, elect not to fund the second tranche.
The Funder is also contractually precluded from shorting the Company’s shares.
The Company will have the right to repurchase the Convertible Securities for cash at 100% of their nominal value (and without a fee or penalty) within 90 days of the execution date of the Agreement.
In connection with the Agreement:
(A) the Company will pay the Funder a fee of
(B) the Company has issued to the Funder 68,000,000 Shares at par to “collateralize” the investment. The Company has applied for admission of these Shares to trading on AIM, and this is expected to become effective on or about 31 December 2018. The Funder is required to make a further payment to the Company by way of fee (determined based on the Second Issue Price on the date of payment) once all of the obligations of the Company under the Agreement have been finally met and no amount remains outstanding to Investor; and
(C) the Company has agreed to ensure that there are no less than Shares of £592,000 nominal value authorised but unissued available for issue to enable conversion of the initial Convertible Security (approximately 10% of the currently issued share capital) and to hold a General Meeting of the Company by 31 January 2019 to seek Shareholder approval for the authorities to issue Shares of a further £1,000,000 nominal value (to enable the Company to raise additional capital, if needed, and to ensure that sufficient headroom is available for conversion of the Convertible Securities, if needed).
The Convertible Securities will only be issued (and converted (if at all)) to the extent that the Company has the authorities to do so.
Application will be made to the London Stock Exchange for any Shares issued and allotted on conversion of the Convertible Securities to be admitted to trading on AIM.
The proceeds for the issue of the new 68,000,000 Shares and the Convertible Securities will be used by the Company for long term lead items on Baita Plai Mine, initial expenditure on the Heritage Concession for diamonds in
Following the issue of the 68,000,000 Shares, which will rank pari passu with existing Ordinary Shares, the Company will have 5,859,746,392 Shares in issue with each Share carrying the right to one vote. There are no Shares currently held in treasury. The total number of voting rights in the Company is therefore 5,859,746,392 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Rules and Transparency Rules published by the United Kingdom Listing Authority.
Brian Moritz, Chairman of Vast, commented:
“It is important that the Company is able to direct funds towards the Baita Plai Polymetallic Mine in
“However, we are cognisant of our previous statements that we would avoid raising finance through convertible securities with a conversion price linked to the share price at the date of conversion. We have only undertaken this transaction as a short-term bridge of a limited size pending the receipt of the expected
About Bergen Asset Management LLC
Bergen Global Opportunity Fund, LP (the “Fund”) is managed by Bergen Asset Management LLC, a
**ENDS**
For further information, visit www.vastresourcesplc.com or please contact:
Vast Resources plc Andrew Prelea (Chief Executive Officer) | www.vastresourcesplc.com +44 (0) 20 7236 1177 |
Beaumont Cornish - Financial & Nominated Adviser Roland Cornish James Biddle | www.beaumontcornish.com +44 (0) 020 7628 3396 |
Brandon Hill Capital Ltd – Joint Broker Jonathan Evans | www.brandonhillcapital.com +44 (0) 20 3463 5016 |
SVS Securities Plc – Joint Broker Tom Curran Ben Tadd | www.svssecurities.com +44 (0) 20 3700 0100 |
St Brides Partners Ltd Susie Geliher Juliet Earl | www.stbridespartners.co.uk +44 (0) 20 7236 1177 |
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 plc is an AIM listed mining and resource development company focussed on the rapid advancement of high-quality brownfield projects and recommencing production at previously producing mines in
Vast Resources currently owns and operates the Manaila Polymetallic Mine in
The Company also has interests in a number of projects in