Issue of Equity

RNS Number : 3089K

Mineral & Financial Invest. Limited

29 July 2013

 



MINERAL & FINANCIAL INVESTMENTS LIMITED

("MAFL" or the "Company")

Issue of Equity and appointment of Director

Share Subscription Begins Evolution of MAFL's Strategy

·    Subscription agreement reached for 2,287,000 shares received from Mount Everest Finance SA

·    Investment comes in at a premium to mid-market price

·    Objective to build a well-capitalised and profitable specialized resources investment house which will:

o Play a more active role in MAFL's investments

o Take advantage of a market opportunity caused by a severe lack of available capital for resources companies

o Utilise the resources finance experience and expertise of MAFL to identify  investment opportunities in need of capital

o Act as a long term financial and strategic partner to investee companies

·    Jacques Vaillancourt to be appointed to the Board as Executive Director

·    Intention to further capitalise MAFL and complete first new investments before year-end.

The Board of MAFL today announces that after several months of negotiations it has agreed the first stage in developing the Company into a more focussed mining investment company, with the subscription of 2,287,000 shares in the Company by Mount Everest Finance SA ("Mount Everest").

The subscription price is 6p per share, a premium of 9 per cent on the mid-market price on Friday 27 July, being the last day of trading prior to the announcement of the subscription.

Rationale

Natural resources equities worldwide are currently severely affected by a lack of access to new capital.  Both the Board of MAFL and Mount Everest believe that a significant opportunity exists to create value for MAFL shareholders over the longer term by providing financial solutions to and by making and securing meaningful investments in resources companies. The initial investment by Mount Everest allows MAFL to pursue its existing mandate to invest in the resources sector, with access to new capital and an enhanced level of experience and skills at board level.

MAFL proposes to evolve its investment strategy and become a more focused and active investor with fewer and more meaningful investments. All investments are to be based on a thorough due-diligence process. Investments are to be made on the basis of a financial and strategic partnership with the investee company. The aim is to provide patient, but demanding, capital and to assist companies in making the best strategic, tactical and commercial decisions for the benefit of shareholders.

With a wealth of experience dealing with junior and mid-tier resources companies, equity and debt financing, mezzanine financing, investor relations and off-take partnering the new combined Board will in due course look to provide fee-based advisory services to investee companies in addition to taking stakes at the equity level.  MAFL's belief is that if its interests are clearly financially aligned with those of its investee companies it should ensure a productive relationship with investee boards to find the best routes for value realisation. The current low valuation of equities in the mining sector allows MAFL the opportunity to do this, employing conservative levels of capital.

The Board of MAFL is also delighted to announce the appointment of Jacques Vaillancourt to the Board as an Executive Director.  Mr Cyril Charles Jacques Vaillancourt, 56, is a Canadian national with a long-track record of experience in mining finance and global capital markets. His experience includes having been a director of Bank of Montreal International Limited and Head of European Equity Products at BMO Capital Markets. Subsequently he was Managing Director & Global Head of Metals & Mines (Global Markets and Corporate Banking) of HSBC Bank Plc.  Mr. Vaillancourt will represent Mount Everest Finance SA's interest on the MAFL board.

The subscription will result in £137,220 of new capital coming into the Company from the issue of 2,287,000 new ordinary shares in MAFL to Mount Everest.  As Mount Everest currently holds 820,000 ordinary shares in MAFL, the subscription will result in Mount Everest holding 3,107,000 ordinary shares in MAFL representing 22.6% per cent of the Company's enlarged issued share capital.  Mr Vaillancourt is the sole shareholder in Mount Everest Finance SA and therefore has a 22.6% beneficial interest in the enlarged issued share capital of MAFL.

Application will be made for the 2,287,000 new ordinary shares in the Company, which when issued will rank pari passu with the existing ordinary shares in issue, to be admitted to trading on AIM, which is expected to take place on 2 August 2013.

Additional disclosures relating to the appointment of Mr Vaillancourt pursuant to Schedule 2 paragraph (g) of the AIM Rules are as follows:

Current Directorships:

Mount Everest Finance Limited

Hard Rock Capital Limited (Dormant)

Past Directorships in last 5 years

Bank of Montreal International Limited

There is no other information that is required to be disclosed with regard to the appointment of Mr Vaillancourt pursuant to Schedule 2 paragraph (g) of the AIM Rules.

Commenting today, MAFL Chief Investment Officer Alastair Ford said: "Having joined the Board to restructure the Company, the current management has succeeded in realising value from a number of legacy investments and given MAFL a platform from which to grow. While working on legacy issues we have simultaneously pursued a process to move MAFL forward and build value within the company.  We believe that by bringing in the finance Mount Everest offers and the additional sector experience we can secure significant positions in resources companies at this present time. Our mandate is to pursue value from natural resource stocks and shall look to do so by seeking to take a more activist approach and looking at new ways to bring revenue streams to the Company."

For further information please call:

Mineral & Financial Investments Limited
Jennifer Allsop	[phone]
Libertas Capital Corporate Finance Limited
Sandy Jamieson	[phone]

 

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