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Ferrum Crescent Ltd (FCR)

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Tuesday 22 May, 2018

Ferrum Crescent Ltd

Completion of Fundraising

RNS Number : 7865O
Ferrum Crescent Ltd
22 May 2018
 

22 May 2018

Ferrum Crescent Limited

("FCR", the "Company" or the "Group")(ASX, AIM, JSE: FCR)

Completion of Fundraising, Issue of Equity and Options

and Directors' Dealings

FCR, the European lead-zinc explorer, is pleased to announce that further to the receipt of shareholder approval at yesterday's General Meeting, the Company has today issued the various new ordinary shares and options detailed in the notice of general meeting and explanatory statement (together, the "Notice") published on 17 April 2018 and successfully completed its conditional fundraising announced on 20 March 2018.

 

Issue of Equity

 

Placing and Subscription Shares and Corporations Act Confirmations

 

The equity fundraising comprised a placing and subscription to raise, in aggregate, approximately £1 million (before expenses), through the issue of, in aggregate, 1,739,130,435 new ordinary shares of no par value each in the capital of the Company ("Ordinary Shares") (the "Placing and Subscription Shares") at a price of 0.0575 pence per share (the "Fundraising").

 

The Fundraising provides sufficient financing and general working capital to enable the Company to progress the resource delineation and commissioning of an initial scoping study in respect of the Company's wholly owned Toral lead-zinc project, located in the Province of Leόn, northern Spain.

 

In particular, the net proceeds will enable FCR to build upon the Toral project's maiden JORC (2012) zinc, lead and silver resource estimate of [email protected]% Zinc equivalent (including lead credits) and 25 g/t Silver, as announced on 6 February 2018, via the completion of all key stage 1 work for 2018, including:

·   an 8 hole drilling programme East along strike to potentially identify further scale for the resource;

·   an initial scoping study to better assess the Toral project, detailing infrastructure requirements, potential mining methodologies and marketing options; and

·   metallurgical test work on existing core samples to progress the Company's understanding of likely, saleable concentrates from a full mining operation.

 

The Company hereby notifies ASX under section 708A(5)(e) of the Corporations Act (the "Act") in compliance with the requirements of section 708A(6) of the Act. The Company also advises that as at the date of this announcement:

1.  the shares were issued without disclosure to investors under Part 6D.2 of the Act;

2.  the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

3.  the Company has complied with section 674 of the Act; and

4.  as at the date of this announcement, there is no information:

a.  that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; or

b.  that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

ii.          the rights and liabilities attaching to the shares.

 

Director Fee Shares

 

Further to the approval of resolutions 8 to 10, as set out in the Notice, and in order to conserve the Company's cash reserves and thereby maximise the funds available for the group's exploration activities, the Company has today issued, in aggregate, 55,345,793 new Ordinary Shares (the "Director Fee Shares") to certain of the Company's directors in lieu of outstanding fees at the same price (0.0575 pence per share) as the shares issued pursuant to the Fundraising. Further details and the resultant benefical shareholdings of each director receiving new Ordinary Shares are set out below:

 

Director

Previous holding of Ordinary Shares

Fee Amount / Period

Number of Director Fee Shares received

Resultant holding of Ordinary Shares

Resultant percentage of voting rights held

Myles Campion

-

£10,645

(Oct - Dec 2017)

18,514,492

18,514,492

0.38

Evan Kirby

10,900

£7,428

(Aug - Dec 2017)

12,918,258

12,929,158

0.27

Laurence Read

-

£13,750

(Oct - Dec 2017)

23,913,043

23,913,043

0.49

 

The settlement of outstanding fees due to three of the Company's directors via the issue of new Ordinary Shares, as set out above, is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies ("AIM Rule 13").  Accordingly, the independent directors, being Colin Bird and Daniel Smith, having consulted with the Company's Nominated Adviser, Strand Hanson Limited ("Strand Hanson"), consider that the terms of the issue of the Director Fee Shares are fair and reasonable insofar as the Company's shareholders are concerned.  Following the issue and admission to trading today of the abovementioned Placing and Subscription Shares and Director Fee Shares, the total issued ordinary share capital of the Company comprises 4,849,757,667 Ordinary Shares. 

 

Issue of Options

 

Placing Options and Broker Options in respect of the November 2017 fundraising

 

Further to the approval of resolutions 3 and 4, as set out in the Notice, and in accordance with the terms of the placing announced on 2 November 2017 (the "Placing"), the Company has today issued, in aggregate, 185,249,929 options to the placees concerned exercisable at a price of 0.075 pence per new Ordinary Share for a period of thirty months from their date of issue (the "Placing Options"). Further to the approval of resolution 4, as set out in the Notice, 25,000,000 of the Placing Options have been issued to Mr Colin Bird, being the Company's Non-Executive Chairman and a participant in the Placing in a private capacity prior to joining the board on 11 January 2018.

 

The issue of Placing Options to Mr Bird is considered to be a related party transaction pursuant to AIM Rule 13.  Accordingly, the independent directors, being Myles Campion, Evan Kirby, Laurence Read and Daniel Smith, having consulted with the Company's Nominated Adviser, Strand Hanson, consider that the terms of the issue of the Placing Options to Mr Bird are fair and reasonable insofar as the Company's shareholders are concerned.

 

In addition, pursuant to the approval of resolution 5, as set out in the Notice, and the Company's announcement of 2 November 2017, the Company has today issued a further 50,000,000 options to Beaufort Securities Limited exercisable at a price of 0.075 pence per new Ordinary Share for a period of thirty months from their date of issue (the "Broker Options").

 

Incentive Options

 

Further to the approval of resolutions 11 to 15 inclusive, as set out in the Notice, the Company has today granted, in aggregate, 337,500,000 options to the Company's directors exercisable at a price of 0.0575 pence per new Ordinary Share for a period of five years from their date of issue (the "Incentive Options"), in accordance with the terms of the Company's Incentive Plan approved by shareholders at the Company's general meeting held on 11 May 2017.   

 

Further details and the resultant total options held by each of the directors are set out below:

 

Director

Previous holding of options

Number of Incentive Options granted

Exercise price per share (p)

Expiry date

Resultant holding of options

Myles Campion

-

112,500,000

0.0575

22.5.23

112,500,000

Laurence Read

-

112,500,000

0.0575

22.5.23

112,500,000

Colin Bird

-

80,000,000

0.0575

22.5.23

105,000,000*

Evan Kirby

-

22,500,000

0.0575

22.5.23

22,500,000

Daniel Smith

-

10,000,000

0.0575

22.5.23

10,000,000

 

* - includes the 25,000,000 Placing Options exercisable at 0.075p until 22.11.20 as referred to above.

 

Adviser Options and Former Director Options

 

Further to the approval of resolution 6, as set out in the Notice, the Company has today issued 66,666,666 options to HD Capital Partners Limited exercisable at a price of 0.075 pence per new Ordinary Share on or before the date falling twenty-four months from their date of issue (the "Adviser Options").

 

In addition, further to the approval of resolution 16, as set out in the Notice, the Company has today issued a further 10,000,000 options to Mr Grant Button, a former non-executive director of the Company, exercisable at a price of 0.075 pence per new Ordinary Share on or before the date falling three years from their date of issue (the "Former Director Options").

 

The associated Appendix 3B pursuant to the ASX Listing Rules with respect to the issue of the abovementioned securites can be viewed here: http://www.rns-pdf.londonstockexchange.com/rns/7865O_1-2018-5-21.pdf

 

 

 

 

For further information on the Company, please visit www.fcrexploration.com or www.ferrumcrescent.com or contact:

 

Ferrum Crescent Limited

Daniel Smith, Non-Executive Director and Company Secretary (Australia)

T: +61 8 9486 4036

Laurence Read, Executive Director (UK)

T: +44 (0)20 3289 9923

 

Strand Hanson Limited (Nominated Adviser)

Rory Murphy / Matthew Chandler

T: +44 (0)20 7409 3494

 

Turner Pope Investments (TPI) Limited (Joint Broker)

Andy Thacker

T: +44 (0)20 3621 4120

 

Peterhouse Corporate Finance Limited (Joint Broker)

Lucy Williams / Duncan Vasey / Heena Karani

T: +44 (0)20 7469 0930

 

Sasfin Capital Proprietary Limited (a member of the Sasfin group) (JSE Sponsor)

Sharon Owens
T (direct): +27 11 809 7762

 

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

1.   Myles Campion

2.   Evan Kirby

3.   Laurence Read

2.

Reason for the Notification

a)

Position/status

1.   Technical Director

2.   Non-Executive Director

3.   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

Ferrum Crescent Limited

b)

LEI

2138008QU5PGK777XM59

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

Issue of Ordinary Shares in lieu of outstanding fees

Identification code

AU000000FCR2

b)

Nature of the Transaction

Issue of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

1. 0.0575 pence

2. 0.0575 pence

3. 0.0575 pence

18,514,492

12,918,258

23,913,043

d)

Aggregated information

Aggregated volume price

N/A

e)

Date of the transaction

22 May 2018

f)

Place of the transaction

AIM (LSE)

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1.   Myles Campion

2.   Evan Kirby

3.   Laurence Read

4.   Colin Bird

5.   Daniel Smith

2.

Reason for the Notification

a)

Position/status

1.   Technical Director

2.   Non-Executive Director

3.   Executive Director

4.   Non-Executive Chairman

5.   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

Ferrum Crescent Limited

b)

LEI

2138008QU5PGK777XM59

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

Issue of Options under Company's Incentive Plan

Identification code

AU000000FCR2

b)

Nature of the Transaction

Issue of Options under Company's Incentive Plan

c)

Price(s) and volume(s)

Price(s)

Volume(s)

1. 0.0575 pence

2. 0.0575 pence

3. 0.0575 pence

4. 0.0575 pence

5. 0.0575 pence

112,500,000

22,500,000

112,500,000

80,000,000

10,000,000

d)

Aggregated information

Aggregated volume price

N/A

e)

Date of the transaction

22 May 2018

f)

Place of the transaction

AIM (LSE)

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Colin Bird

2.

Reason for the Notification

a)

Position/status

Non-Executive Chairman

b)

Initial notification/amendment

Initial notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ferrum Crescent Limited

b)

LEI

2138008QU5PGK777XM59

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

Issue of Placing Options

Identification code

AU000000FCR2

b)

Nature of the Transaction

Issue of Placing Options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.075 pence

25,000,000

d)

Aggregated information

Aggregated volume price

N/A

e)

Date of the transaction

22 May 2018

f)

Place of the transaction

AIM (LSE)

 


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