Result of Open Offer & Directors' Dealings

RNS Number : 0198S

Sula Iron & Gold PLC

16 December 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

16 December 2016

SULA IRON & GOLD PLC

("Sula" or the "Company")

Result of Open Offer and Rump Placing

Directors' Dealings

Sula (AIM: SULA), the multi-commodity exploration company focused on Sierra Leone, is pleased to announce that the Open Offer to raise up to approximately £0.30 million at 0.21 pence per Open Offer Share has been fully subscribed. In addition to take-up by Qualifying Shareholders, a number of new and other existing investors have subscribed for the Open Offer Shares which were not subscribed for under the Open Offer by Qualifying Shareholders (the "Rump Placing").

The Company has therefore raised total gross proceeds from the Fundraising of approximately £1.47 million via the issuance of, in aggregate, 701,765,705 new Ordinary Shares, being the Placing and Subscription Shares and the Open Offer Shares.

Result of Open Offer

The Open Offer closed at 11.00 a.m. on 15 December 2016, at which point the Company had received valid applications from Qualifying Shareholders to subscribe for 108,657,749 Open Offer Shares, raising gross proceeds of approximately £0.23 million. This represented 76.0 per cent. of the Open Offer Shares available under the Open Offer.

Rump Placing

The remaining 34,374,191 Open Offer shares forming the Rump Placing have all been placed with new and other existing investors at the Issue Price of 0.21 pence per Ordinary Share, raising gross proceeds of approximately £0.07 million.

Additional subscription for New Ordinary Shares in lieu of fees

The Company also announces that it has agreed to pay certain of the group's directors and advisers, in aggregate, 8,809,524 new Ordinary Shares in lieu of certain accrued salaries and fees owed, at the Issue Price (together the "Fee Shares"). Comprised in the Fee Shares are 2,380,952 shares to be issued to Howard Baker, a director of the Company, and 3,571,429 shares to be issued to Thomas Sebora Koroma, a director of Blue Horizon (SL) Limited, a 100% subsidiary of the Company, in lieu of certain accrued salaries and fees owed.

Following the issue of the Fee Shares, Howard Baker will be interested in 16,888,494 Ordinary Shares, representing 0.8 per cent. of the Company's enlarged share capital immediately following the issue of the Open Offer Shares and the Fee Shares and Thomas Sebora Koroma will be interested in 3,571,429 Ordinary Shares, representing 0.2 per cent. of the Company's enlarged share capital immediately following the issue of the Open Offer Shares and the Fee Shares.

Related Party Transactions

The issue of the Fee Shares to Howard Baker and Thomas Sebora Koroma are deemed to be related party transactions in accordance with the AIM Rules for Companies. Accordingly, the independent directors (being Roger Murphy, Ian Macpherson, Nick Warrell and Matt Wood) consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms thereof are fair and reasonable insofar as the Company's shareholders are concerned.

Admission

Application will be made for the 143,031,940 Open Offer Shares (including the Rump Placing) and the 8,809,524 Fee Shares, which will rank pari passu in all respects with the Existing Ordinary Shares, to be admitted to trading on the AIM Market of the London Stock Exchange plc. It is expected that Admission of the Open Offer Shares and the Fee Shares will occur and that dealings will commence at 8.00 a.m. on 21 December 2016.

Following Admission, the Company's enlarged share capital will comprise 2,011,256,683 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 2,011,256,683. This figure may 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.

Roger Murphy, Managing Director of Sula, commented:

"We are delighted to have received a favourable response from so many of the Company's existing shareholders under the Open Offer and from certain new and other existing investors under the Rump Placing. The Open Offer was provided by the Company as an opportunity for Qualifying Shareholders to minimise dilution of their equity holdings following the recent Placing and Subscription. Having raised total gross proceeds of £1.47 million from the Placing and Subscription and the Open Offer, we will now focus on expanding our exploration programme at Sanama Hill, as well as focusing on the much larger Eastern Target at our Ferensola Project."

Further details of the Open Offer were set out in the Open Offer Circular (the "Circular") despatched to Shareholders on 30 November 2016 and available at the Company's website www.sulaironandgold.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:

Sula Iron & Gold plc Roger Murphy, CEO	[phone]
Strand Hanson Limited (Financial and Nominated Adviser) James Harris Matthew Chandler James Dance	[phone]
VSA Capital Limited (Financial Adviser and Corporate Broker) Andrew Monk Andrew Raca Justin McKeegan	[phone]

Ongeza Mining (Financial and Technical Adviser)                                            [phone]

Iain Macpherson

Ilja Graulich

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of MAR.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Howard Baker
2.	Reason for the Notification
a)	Position/status	Non-Executive Director
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Sula Iron & Gold plc
b)	LEI	N/A
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	GB00B6Y3CV16
b)	Nature of the Transaction	Conversion of unpaid fees
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.21p 2,380,952
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	15 December 2016
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Thomas Sebora Koroma
2.	Reason for the Notification
a)	Position/status	Director of Blue Horizon (SL) Limited (100% subsidiary of Sula Iron & Gold plc)
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Sula Iron & Gold plc
b)	LEI	N/A
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	GB00B6Y3CV16
b)	Nature of the Transaction	Conversion of unpaid fees
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.21p 3,571,429
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	15 December 2016
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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