Investment in Ferrum Resources Limited
June 03 2011 - 11:46AM
UK Regulatory
TIDMEML
For Immediate Release: 3 June 2011
Emerging Metals
("EML" or the "Company")
Investment in Ferrum Resources Limited
Emerging Metals Limited (AIM: EML) is pleased to announce that it has
subscribed for 26,228,570 new ordinary shares ("Subscription") in the capital
of Ferrum Resources Limited ("Ferrum") (the "New Ferrum Shares") at a price of
US$0.305 per share for an aggregate consideration of US$7,999,713.85
(US$7,247,213.85 net of repayment of an existing US$752,500 loan from the
Company to Ferrum) pursuant to the option agreement with Ferrum announced on 10
May 2011. The New Ferrum Shares represent 37.23 per cent. of Ferrum's enlarged
issued share capital. In accordance with the terms of the option agreement, Jim
Mellon and Denham Eke are to be appointed to the board of Ferrum with Mr Mellon
assuming the interim role of Chairman.
The Company has in addition advanced to Ferrum US$7,000,000 as bridging finance
(the "Bridging Loan") for a proposed acquisition by Ferrum of 63.5 per cent. of
the issued share capital of a Guernsey registered company with Iron Ore
licenses in Cameroon (the "Cameroon Acquisition"). The Bridging Loan, which is
secured against assets of Ferrum, is immediately repayable together with
interest (charged at a rate of 9 per cent. per annum) on 31 December 2011
(unless agreed otherwise in writing by the parties). The Company will make a
further announcement regarding the Cameroon Acquisition in due course.
Completion of the Cameroon Acquisition is subject to Ferrum's ongoing due
diligence and the Company is currently subject to confidentiality obligations
in this respect.
Concurrent with advancing the Bridging Loan, the Company has today entered into
an option agreement with the holders of all the remaining issued Ferrum
ordinary shares (the "Ferrum Option") giving the Company the right, but not the
obligation, to acquire all the issued shares of Ferrum not already owned by the
Company for a consideration of US$0.305 per share, to be satisfied by the issue
of 7.16 new ordinary shares in Emerging Metals at an effective issue price of
2.6369 pence per share (the "Consideration Shares") for each Ferrum share
acquired. In addition, subject to exercise of the Ferrum Option by EML, holders
of options over 8 million unissued shares of Ferrum, each with an exercise
price of GBP0.35, shall be granted options over new shares in EML on
substantially the same look through terms as their existing option entitlement,
in consideration of the waiver of their rights to acquire shares in Ferrum.
In aggregate, if the Ferrum Option is exercised, EML will issue 316,574,266 new
ordinary shares based on the current issued share capital of Ferrum and will
grant warrants over a further 57,280,000 new ordinary shares, each for a term
of five years and with an exercise price per share of 4.88 pence.
The Ferrum Option was granted in consideration of a payment to each of the
Ferrum shareholders of GBP1.00 and is exercisable for a period of 180 days from
the date of grant (unless agreed otherwise in writing by the parties). Since
the acquisition of a controlling stake in a company with a trading activity
would represent a fundamental change in the Company's business, any exercise of
the Ferrum Option will be conditional, amongst other things, on the approval of
Emerging Metals' shareholders as well as on admission of the Consideration
Shares to trading on AIM. A further announcement will be made should the
Company decide to exercise the Ferrum Option.
EML's directors Stephen Dattels and Jim Mellon are indirectly interested in
11,666,667 and 285,714 Ferrum ordinary shares respectively with Stephen Dattels
indirectly holding an option to acquire a further 1,500,000 Ferrum ordinary
shares at a price of GBP0.35 per share. These interests would, assuming
exercise of the option indirectly held by Stephen Dattels and no other Ferrum
share issues, amount to approximately 18.70 per cent. of Ferrum's issued
ordinary share capital after the Subscription.
Stephen Dattels, Co Chairman of Emerging Metals, said:
"The Bridging Loan (together with the Subscription) provides Ferrum with
sufficient capital to pursue its proposed Cameroon Acquisition, which we regard
as a hugely exciting opportunity. In addition, we remain very excited about
Ferrum's prospects for its early stage iron ore interests in Sierra Leone,
together with the potential grant of an exploration license for its more
advanced Topa iron ore deposit in the CAR. The Subscription ensures EML shall
participate in the potential upside from all of Ferrum's existing and potential
assets (which the Directors believe will generate significant shareholder
value), whilst the Ferrum Option gives EML the right, at its discretion, to
acquire 100 per cent. of the issued shares of Ferrum if the directors consider
this to be in the best interests of the Company and its shareholders."
For further information
Emerging Metals Religare Capital Evolution GTH Communications
Limited Limited Securities Limited
Denham Eke Peter Romil Patel Toby Hall
Trevelyan-Clark
Tim Redfern Christian Pickel
Emily Staples
+44 (0) 1624 639396 +44 (0) 20 7444 +44 (0)20 7071 4300 +44 (0) 20 3103
0800 3902
Further details on Ferrum
Ferrum is a private British Virgin Islands company established in January 2010.
The company aims to become a major international iron ore mining and
exploration group. Ferrum currently holds one reconnaissance permit in Guinea
and a 75 per cent. interest in five exploration licenses in Sierra Leone.
Ferrum has also applied for two iron ore exploration permits for the Topa Iron
Ore Project in the Central African Republic in which it holds a 75 per cent.
interest, with the other 25 per cent. interest held by AXMIN Inc.. From
incorporation to 31 December 2010, Ferrum made losses of GBP913,000 and as at
that date had net assets of GBP581,000.
END
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