TIDMJAN
RNS Number : 1380C
Jangada Mines PLC
27 September 2018
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
Jangada Mines Limited / Index: LSE / Epic: JAN / Sector:
Mining
27 September 2018
Jangada Mines plc
("Jangada" or the "Company")
Fundraise Package of GBP2.1 Million Agreed
and
Notice of General Meeting
Jangada Mines plc, a natural resources company developing South
America's largest and most advanced platinum group metals ('PGM')
project, is pleased to announce that it has agreed a Total
Fundraise package of GBP2.1 million including a placing to raise
GBP1.05 million before expenses to advance its Pedra Branca
Project.
Overview
-- Total Fundraise package of GBP2.1 million finalised to
progress bankable feasibility study ('BFS') at Pedra Branca
polymetallic project ('the Project') and for general working
capital comprising:
o A placing to raise GBP1.05 million, before expenses;
o Agreement with a leading minerals processing consultancy firm,
Consulmet, to accept shares in lieu of fees on completion of work
undertaken at the Project including part of the plant design and
metallurgy study; and
o A draw down 12-month unsecured loan facility from Celtic
Capital Pty Limited, as trustee for Celtic Capital Trust ("Celtic
Loan") for up to $1 million.
-- Value-driving activity expected in the coming months to fully
realise potential of the project, which has a net present value
('NPV') of US$192 million, Internal Rate of Return ('IRR') of 67%
and 1.6-year payback
-- BFS to support earlier studies that estimates average annual
production of 64,000 ounces of PGM+Au, 2.2 Mlb of nickel, 1.2Mlb of
copper, 44,000 lb of cobalt and 30,000 t of chrome
Jangada's Executive Chairman, Brian McMaster, said, "This GBP2.1
million package represents a further step forward for the Company
as it continues to focus on the development of the Pedra Branca PGM
Project in Brazil. Pedra Branca is the largest underdeveloped PGM
project in South America with an exciting polymetallic spread and
we are confident that there is further value yet to be realised.
The success of this placing is testament to the compelling economic
potential of the project as confirmed by both the scoping study and
the preliminary economic assessment.
"The funds raised via the placing will enable us to complete
various upcoming surveys and to progress a robust bankable
feasibility study. We are confident that this work will further
confirm the potential of the project to be a world class
polymetallic project. I would like to take this opportunity to
welcome our new shareholders and to thank existing shareholders for
their commitment to Jangada."
TRANSACTION DETAILS
Background to and reasons for the Capital Raising
Jangada is a natural resources company focused on the
development of the Pedra Branca Project, a platinum group metals
project unique in South America with additional nickel credits. The
project is located 280km from the port city of Fortaleza in
northeast Brazil and holds three mining licences and 42 exploration
licences over an area of 50,000 ha.
Previous operators have spent more than $35 million on
exploration and development activities, which include 30,000 metres
of diamond core drilling, geophysical surveys and metallurgical
tests. The current resources are at surface and are amenable to
shallow, open pit mining and conventional processing methods.
On 15 May 2018, the Company announced a substantial increase of
the JORC compliant mineral resources across the commodity basket
including:
-- 50% increase in global ore volume to 34.5 million tonnes at 1.3 g/t PGM+Au;
-- 53% increase in PGM resource to 1.45 million ounces;
-- 28% increase in nickel resource to 140 million pounds;
-- 11% increase in copper resource to 26 million pounds; and
-- 4% increase in cobalt resource to 6.7 million pounds
The results of recent metallurgical tests - announced on 11 June
2018 - demonstrated that the inclusion of magnetic separation could
positively impact the economics of the Pedra Branca PGM project. In
test work the addition of magnetic separation increased recoveries
of PGM and yielded unexpectedly high gold and chrome grades in
pre-concentrate with samples demonstrating:
-- Pre-concentrate PGM grades up to 8.1 g/t
-- Average gold grades of 15 g/t, with the highest being 75.5 g/t
-- Pre-concentrate chrome ('Cr2O3') grades of 42%
Magnetic pre-concentration is being incorporated in to an
optimised process flow sheet expected to result in significant
efficiencies including reduced plant size, CAPEX and OPEX.
In June 2018, the Company announced the results of a Preliminary
Economic Assessment ("PEA") that confirmed the findings of the 2017
Scoping Study that Pedra Branca has the potential to become a
robust, low CAPEX and OPEX, shallow, open pit operation yielding
attractive financial returns and a short payback period. Highlights
include:
-- Robust project economics: NPV of US$192 million; IRR of 67%; and 1.6-year payback
-- Potential life of mine of 13 years at 1.2 strip ratio from a Mineral Inventory
-- 100% increase in production scale to 2.2Mt per year following
recent 53% uplift in JORC resources
-- Estimated average annual production of 64,000 ounces of
PGM+Au, 2.2 Mlb of nickel, 1.2Mlb of copper, 44,000 lb of cobalt
and 30,000 t of chrome
-- Conventional sulphide flotation plant producing two
concentrates: a saleable multi-element sulphide concentrate and a
chrome concentrate
-- Low CAPEX requirement of US$64.4 million and low OPEX of US$17.31/t of ROM
Placing
The Company has completed a placing to raise GBP1.05 million,
before expenses, through the issue of 34,999,996 new Ordinary
Shares (the "Placing Shares") at the Placing Price (being GBP0.03
per Placing Share); and 34,999,996 Warrants (the "Placing
Warrants") to the Placees on a 1 for 1 basis, exercisable in whole
or in part at 6p until 15 October 2020. The issue of Placing
Warrants is conditional on the passing of the Resolutions at the
General Meeting.
Additionally, the Company has signed an agreement with
Consulmet, a leading minerals processing consultancy firm, which
will undertake part of the plant design and the metallurgy study,
to accept the 10,363,585 new Ordinary Shares (the "Adviser Shares")
and 10,363,585 Warrants (the "Adviser Warrants") in lieu of fees,
with such Adviser Shares and Adviser Warrants to be issued at
completion of that work (overall, the "Consulmet Agreement"). The
issue of the Adviser Shares and Adviser Warrants is also
conditional on the passing of the Resolutions at the General
Meeting.
The Board intends on using the net proceeds of the Placing
to:
-- Continue to develop Pedra Branca project including the
completion of necessary studies to progress a bankable feasibility
study;
-- Provide general working capital to the Company.
Brandon Hill Capital Ltd ("Brandon Hill") and Arden Partners plc
("Arden Partners") are acting as joint brokers to the Company in
relation to the Placing. Brandon Hill and Arden Partners will
receive, in aggregate, 1,500,000 new Ordinary Shares (the "Broker
Shares") in connection with the Placing which will be admitted to
AIM at the same time as the Placing Shares.
The Placing Shares are not being offered or otherwise made
available to the public.
Loan facility
The Company has entered into a loan agreement with Celtic
Capital Pty Limited ("Celtic"), as trustee for Celtic Capital Trust
under which it will have access to up to $1,000,000 for a period of
12 months from entering into the agreement. The Company may
drawdown in tranches between $10,000 and $100,000 at any time it
wishes, subject to two business days' notice first being given.
Only once a draw down has taken place will any interest start
accruing on the drawn down sum at a rate of 10 per cent per annum.
An arrangement fee of $50,000 is payable to Celtic which shall be
satisfied through the issue of 1,266,666 new Ordinary Shares at
GBP0.03 each (the "Celtic Shares"), which will be admitted to AIM
at the same time as the Placing Shares.
Director Participation, Substantial Shareholder Participation
and Related Party Transactions
The following Directors have agreed to participate in the
Placing as follows:
-- Mr Brian McMaster for 1,666,667 Placing Shares, equating to an investment of GBP50,000; and
-- Mr Luis Azevedo for 1,666,667 Placing Shares, equating to an investment of GBP50,000
Mr Matthew Wood, a Substantial Shareholder in the Company as
defined under the AIM Rules, has also agreed to participate for
1,666,667 Placing Shares, equating to an investment of
GBP50,000.
The participation in the Placing by Mr Brian McMaster and Mr
Luis Azevedo as Directors, and Mr Matthew Wood as a Substantial
Shareholder, are classified as related party transactions under the
AIM Rules. The Directors independent of the Placing, being Mr Louis
Castro and Mr Nicholas von Schirnding, having consulted with Strand
Hanson Limited as the Company's nominated adviser, consider that
the terms of the participation by Mr Brian McMaster, Mr Luis
Azevedo and Mr Matthew Wood are fair and reasonable insofar as the
Company's shareholders are concerned.
Non-Executive Directors Fees
The Board of Directors are committed to pursuing the development
of the Pedra Branca project and as a gesture of support for the
Company, the two Non-Executive Directors have each recently offered
to take $10,000 of their directors' fees in shares at GBP0.03 per
share. In aggregate, the two Non-Executive Directors will therefore
be issued 506,666 new Ordinary Shares (the "NED Shares") which will
be admitted to AIM at the same time as the Placing Shares.
Admission and Total Voting Rights
Application will be made for the 34,999,996 Placing Shares,
1,266,666 Celtic Shares, 506,666 NED Shares and 1,500,000, Broker
Shares to be admitted to trading on the AIM market of the London
Stock Exchange plc. In aggregate, 38,273,328 new Ordinary Shares
will be admitted to trading on AIM.
The Placing Shares to be issued pursuant to the Placing will
rank pari passu with the existing Ordinary Shares by reference to a
record date on or after the date of admission to AIM of the Placing
Shares to trading on AIM ("Admission")
The Placing Shares, Celtic Shares, NED Shares and Broker Shares
will represent, in aggregate, approximately 16.2 per cent. of the
Enlarged Share Capital.
Admission and commencement of dealings in the Placing Shares,
Celtic Shares, NED Shares and Broker Shares is expected to take
place on or around 8.00 a.m. on 3 October 2018.
Following the issue of the above new Ordinary Shares, the total
issued share capital of the Company consists of 235,788,928
Ordinary Shares with voting rights. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of voting
rights in the Company is 235,788,928 and 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.
As noted below in "Dealing and Settlement", upon Admission, the
new Placing Shares will be held in the CREST system with the ISIN
GB00BZ11WQ61.
The Placing Warrants and the Adviser Warrants will not be
admitted to trading on AIM.
Concert Party
Following completion of the Placing and the issue of the other
new Ordinary Shares referred to above, Mr Brian McMaster, Mr Luis
Azevedo and Mr Matthew Wood (and his close family members) will
have a beneficial interest in 20.3, 19.8 and 20.3 per cent,
respectively, of the Enlarged Share capital. The Concert Party also
consists of a fourth member, Mr Mark Sumner, and, in aggregate, the
Concert Party will have a beneficial interest in 66.7 per cent. of
the Company's share capital as enlarged by the Placing. For further
information on the Concert Party, please refer to the Company's AIM
Admission Document dated 23 June 2017.
US Securities Law Restrictions
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United States.
This announcement is not for publication or distribution, directly
or indirectly, in or into, Australia, Canada, Japan, South Africa
or any other jurisdiction in which such release, publication or
distribution would be unlawful.
Circular and Notice of General Meeting
The Company expects to publish and post to shareholders the
Circular today in connection with the Fundraise, which will contain
a notice convening the General Meeting in order to approve the
Resolutions. A copy will be made available on the Company's website
www.jangadamines.com.
The General Meeting is expected to be convened for 10.00 am on
15 October 2018 and will take place at the offices of the Company's
solicitors, Bird & Bird LLP, 12 New Fetter Lane, London EC4A
1JP. The actions that shareholders should take to vote on the
Resolutions will be set out in the Circular, along with
recommendations of the Directors, which is to vote in favour of the
Resolutions as they intend to do so in respect their own beneficial
shareholdings, currently amounting in aggregate to 91,177,800
existing Ordinary Shares, which represents approximately 46.2 per
cent. of the Company's existing issued share capital.
Expected Timetable of Events
Announcement of the Fundraise 27 September
Publication of the Circular and Form of 27 September
Proxy
Admission and commencement of dealings in 8.00 a.m. on 3 October
the Placing Shares, Celtic Shares, NED Shares
and Broker Shares on AIM
Latest time and date for receipt of completed 10.00 a.m. on 12 October
Forms of Proxy and CREST voting instructions
General Meeting 10.00 a.m. on 15 October
Results of the General Meeting announced 15 October
The times and dates above refer to London time and are subject
to change by the Company. Any such change will be notified to
shareholders by an announcement through a Regulatory Information
Service.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
"Definitions" below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
S
For further information please visit www.jangadamines.com or
contact:
Jangada Mines plc Brian McMaster (Chairman) Tel: +44 (0) 20 7317
6629
Strand Hanson Limited James Spinney Tel: +44 (0)20 7409
(Nominated & Financial Ritchie Balmer 3494
Adviser) Jack Botros
Arden Partners plc Tim Dainton (Sales) Tel: +44 (0) 20 7614
(Joint Broker) Paul Brotherhood/Chris 5900
Rylands Tel: +44 (0) 20 7614
Paul Shackleton (Corporate 5950
Finance)
Brandon Hill Capital Jonathan Evans Tel: +44 (0)20 3463
(Joint Broker) Oliver Stansfield 5000
St Brides Partners Isabel de Salis Tel: +44 (0)20 7236
Ltd Gaby Jenner 1177
(Financial PR)
Notes:
The Pedra Branca Project is the largest and most advanced PGM
project in South America and currently has a JORC (2012) compliant
resource of approximately 1.45 million ounces of PGM resource at a
grade of 2.37 g/t Pd Eq, 140 Mlbs of Ni 26 Mlbs of Cu and 6.7 Mlbs
of Co. The project is located 280 km from the port city of
Fortaleza in the northeast of Brazil and holds three mining
licenses and 43 exploration licences over an area of 50,000 ha.
Previous operators have spent more than $35 million on exploration
and development activities, which include 30,000 metres of diamond
core drilling, geophysical surveys and metallurgical tests. The
current resources are at surface and are amenable to shallow, open
pit mining and conventional processing methods.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares
to trading on AIM becoming effective
in accordance with Rule 6 of
the AIM Rules
"Adviser Shares" Ordinary Shares of GBP0.03 each
being issued to Consulmet in
lieu of their fee for services
"Adviser Warrants" Warrants to be issued to Consulmet
in connection with the issue
of Adviser Shares
"Affiliates" any person that directly, or
indirectly through one or more
intermediaries, controls or
is controlled by, or is under
common control with, the person
specified
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
as published by the London Stock
Exchange from time to time
"Announcement" means this announcement
"Arden Partners" Arden Partners plc
"Brandon Hill" Brandon Hill Capital Ltd
"Circular" the circular convening the General
Meeting
"Company" or "Jangada" Jangada Mines Plc.
"Concert Party" those persons representing the
beneficial interests of Brian
McMaster, Matthew Wood and his
close family members, Luis Azevedo
and Mark Sumner
"Consulmet" Consulmet Pty Ltd
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the
holding of uncertificated securities
operated by Euroclear UK & Ireland
Limited
"Celtic Loan" the loan facility dated 27 September
2018 between (1) the Company
and (2) Celtic capital Pty Limited,
as trustee for Celtic Capital
Trust, further details of which
are set out in this Announcement
"Directors" or "Board" the directors of the Company
"Enlarged Share Capital" the Company's share capital
as enlarged by the issue of
the Placing Shares, the Celtic
Shares, the NED Shares and the
Broker Shares
"FCA" the Financial Conduct Authority
in its capacity as the competent
authority for the purposes of
Part VI of FSMA
"Fundraise" The Placing, the Consulmet Agreement
and the Celtic Loan
"FSMA" the Financial Services and Markets
Act of 2000 (as amended)
"General Meeting" the general meeting of the shareholders
of the Company, expected to
be convened for 10.00 am on
15 October 2018 and to take
place at the offices of the
Company's solicitors, Bird &
Bird LLP, 12 New Fetter Lane,
London EC4A 1JP
"Group" the Company and its subsidiary
undertakings
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the ordinary shares of GBP0.0004
in the capital of the Company
"Placees" subscribers for Placing Shares
pursuant to the Placing
"Placing" the placing of the Placing Shares
(together with Placing Warrants
conditional on shareholder approval)
at the Placing Price by Arden
Partners and Brandon Hill as
agents for and on behalf of
the Company pursuant to the
terms of the Placing Agreement
"Placing Agreement" the agreement dated 27 September
2018 between (i) the Company;
(ii) Arden Partners and (iii)
Brandon Hill relating to the
Placing, further details of
which are set out in this Announcement
"Placing Shares" new Ordinary Shares placed by
Arden Partners and Brandon Hill
on behalf of the Company in
connection with the Placing
"Placing Price" the price at which Placing Shares
will be offered to Placees pursuant
to the Placing, being GBP0.03
per Placing Share
"Placing Warrants" Warrants issued in connection
with the Placing
"Prospectus Directive" EU Directive 2003/71/EC
"Regulatory Information Service" any of the services set out
on the list maintained by the
London Stock Exchange as set
out in the AIM Rules
"Resolutions" the resolutions to be considered
by shareholders at the General
Meeting
"Securities Act" the US Securities Act of 1933
(as amended)
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"United States" or "USA" The United States of America,
its territories and possessions,
any state of the United States
of America and the District
of Columbia and all other areas
subject to its jurisdiction
"Warrants" warrants to subscribe for Ordinary
Shares
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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