TIDMHUN
RNS Number : 2900L
Hunter Resources PLC
03 July 2014
3 July 2014
Hunter Resources PLC
("Hunter" or the "Company")
(AIM: HUN)
Update on Prospective Reverse Takeover and Fundraising
Introduction
On 9 June 2014, the Company announced the proposed acquisition
of Gold Hunter S.A.C. ("Gold Hunter"), which has secured an
interest in the Pampamali project (the "Project"), which consists
of 8 exploration concessions with a total area of approximately
3,500 hectares located in central Peru, which will become the
Company's main country of operation. The Project is a potentially
high grade gold and silver project, with base metal credits. Gold
Hunter will continue to provide technical and operational services
to the Company after the acquisition.
The acquisition of Gold Hunter constitutes a Reverse Take-over
under AIM Rule 14 and was approved by Shareholders at the Company's
Extraordinary General Meeting on 30 June 2014.
Simon Hunt, Executive Chairman of Hunter Resources said, "I am
delighted to announce that, subject to Admission, the Company has
raised a total of GBP925,000 as below, from a combination of new
investors, existing shareholders and all members of the Board. I
believe that this raising, together with acquisition of Gold Hunter
in Peru and the Project represents a very exciting opportunity for
the Company going forward".
All defined terms are as per the Company's announcement of 9
June 2014 unless otherwise stated.
Placing and Subscription
The Company has raised, subject to Admission, a total of
GBP925,000 by way of an issue of 61,666,667 New Ordinary Shares at
1.5 pence per New Ordinary Share. 36,408,467 of the New Ordinary
Shares will be issued by way of the Subscription, 22,472,133 of the
New Ordinary Shares will be issued by way of the Placing and
2,786,067 of the New Ordinary Sharesthat will be issued on
Admission as a result of the final $70,000 (GBP41,791 at agreed
exchange rate) drawdown under the Third Convertible Note. As part
of the subscription the Directors and Proposed Director have agreed
to subscribe for 29,966,999 New Ordinary Shares.
It is expected that Admission will become effective on 4 July
2014.
On Admission the Shareholdings of the Directors (including
Andrew Richards whole will join the Board on Admission) will be as
follows:
Director Number of Number of New Percentage
New Ordinary Ordinary Shares of the Enlarged
Shares subscribed held on Admission Share Capital
for
------------- ------------------- ------------------- -----------------
J Molyneux* 21,950,000 22,500,000 16.95%
------------- ------------------- ------------------- -----------------
D Paull 333,333 1,278,599 0.96%
------------- ------------------- ------------------- -----------------
S Hunt 333,333 433,333 0.33%
------------- ------------------- ------------------- -----------------
A Richards 350,000 350,000 0.26%
------------- ------------------- ------------------- -----------------
* This includes shares held by a pension fund of which Mr
Molyneux is a beneficiary.
On Admission the Significant Shareholders (as defined under the
AIM Rules) will be as follow:
Significant Shareholder Number of New Percentage of the
Ordinary Shares Enlarged Share
Held Capital
------------------------- ----------------- ------------------
Marine Investments (WA)
Pty Limited ** 33,344,994 25.12%
------------------------- ----------------- ------------------
Hatfield Nominees 5,000,383 3.77%
------------------------- ----------------- ------------------
** includes 866,667 shares held by Diana Lalor and 160,000
shares held by Peter Lalor and 60,000 shares held by Blackwood
Consolidated Pty Limited. Marine Investments (WA) Pty and Blackwood
Consolidated Pty Limited are both controlled by Peter Lalor. Diana
Lalor is Peter Lalor's wife.
The subscriptions for 29,966,999 New Ordinary Shares by the
Directors and for 1,666,667 New Ordinary Shares by Marine (and its
associates) for a total consideration of GBP369,500 constitute
related party transactions under the AIM Rules. As all Directors
are subscribing for New Ordinary Shares, there are no independent
directors for the purposes of providing the statement required
under Rule 13 of the AIM Rules. Allenby Capital Limited, the
Company's nominated adviser, considers that the terms of the
subscriptions by the Directors and by Marine (including their
associates) for New Ordinary Shares are fair and reasonable insofar
as the shareholders of the Company are concerned.
Admission
The Company has applied for Admission to take place on 4 July
2014. Please note the record date for the Consolidation is 30 June
2014, and not 6 June 2014 as previously stated.
The Company's Enlarged Share Capital will be admitted to trading
on AIM, subject to the following conditions, pursuant to AIM Rule
9:
-- If within 12 months of Admission the Company does not
exercise the option to purchase a 20% stake in the Pampamali
Project (the "20% Option"), then it must have completed a new
equity fundraise of not less than GBP3m (in one tranche) since
Admission or else it may be suspended for breach of AIM Rule 9
conditions.
-- Should the Company exercise the 20% Option, but does not
exercise the option to purchase a further 31% stake in the
Pampamali Project (the "31% Option") within 12 months of exercising
the 20% Option, then it must have completed a new equity fundraise
of not less than GBP3m (in one tranche) since Admission or else it
may be suspended for breach of AIM Rule 9 conditions.
-- The Company has the right to withdraw from the Joint Venture
Agreement to develop the Pampamali Project, without penalty, at any
time up to 12 months from the exercise of the 31% Option. Should
the Company exercise this right, then it must have completed a new
equity fundraise of not less than GBP3m (in one tranche) since
Admission or else it may be suspended for breach of AIM Rule 9
conditions.
-- Should the Company's Ordinary Shares be suspended as referred
to above (and the Company is not restored within six months by
satisfying the relevant outstanding conditions), the Company's
Ordinary Shares will be cancelled from trading on AIM.
For further information, please contact:
Hunter Resources PLC Allenby Capital Limited
Simon Hunt (Nominated Adviser and Broker)
(Chairman) Nick Harriss/Nick Naylor/Michael
McNeilly
+44 7733 337 755
+44 20 3328 5656
www.hunter-resources.com
www.allenbycapital.com
------------------------- ---------------------------------
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
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