TIDMNRRP
RNS Number : 6463V
North River Resources Plc
11 August 2015
North River Resources plc / Ticker: NRRP / Index: AIM / Sector:
Mining
11 August 2015
North River Resources plc ("North River" or the "Company")
Financing Proposal and Notice of GM
Further to the announcement dated 22 July 2015, North River
Resources, the AIM quoted resource company focused on the Namib
Project Lead-Zinc Project ('Namib Project') in Namibia, provides an
update in respect to its proposed near term financing plan to raise
US$4.0 million ('Phase One Fundraising'), which will be used to
progress the Company's flagship Namib Project to a construction
decision.
Highlights
-- Phase One Fundraising requirement of US$4.0 million will
enable the Company to continue to work towards delivering an
economically and operationally robust project ahead of
construction. Work programmes employing Phase One Fundraising will
include:
o initial Front End Engineering & Design ('FEED')
o early development of the Namib Project North decline
o sourcing of plant and equipment
o on-going underground development programme required to
establish access for the next phase of resource expansion
drilling
o recruitment of technical and operational staff at the Namib
Project
-- Greenstone Placing, and Placing and Open Offer:
o Phase One Fundraising proposed to be raised in two stages, an
initial placing of unsecured 10 per cent. convertible loan notes
2018 ('Tranche One Notes') and a subsequent placing ('Placing') and
open offer ('Open Offer') of new ordinary shares to new and certain
existing shareholders of the Company
o Greenstone Resources L.P. ('Greenstone'), the Company's
largest shareholder will conditionally subscribe or underwrite the
full US$4.0 million Phase One Fundraising
o Greenstone will subscribe US$1.2 million for the Tranche One
Notes immediately following the General Meeting, subject to
shareholder approval
o a Placing and an Open Offer open to all Qualifying
Shareholders to raise up to US$2.8 million is intended to be
launched in September 2015, conditionally underwritten by
Greenstone (the 'Underwriting Facility' and together with the
placing of the Tranche One Notes, the 'Greenstone Placing'),
subject to shareholder approval
-- Assuming the Placing and Open Offer proceed to raise US$2.8
million from investors other than Greenstone, the Tranche One Notes
will be converted such that Greenstone will hold no more than 29.99
per cent. of the then Issued Share Capital
-- The Greenstone Placing provides the Company with critical
funding to continue operations, while also providing certainty of
funding to allow the Company to continue advancing the development
of the Namib Project simultaneously with preparations for the
Placing and Open Offer
-- The Phase One Fundraising requirement nominally assumes for
planning purposes that the Company will receive the Mining Licence
on or before the 31 October 2015
-- Shareholder approval for disapplication of statutory
pre-emption rights in respect of the Phase One Fundraising
proposals, consisting of the Greenstone Placing and the proposed
Placing and Open Offer, and an additional working capital headroom
of US$2.0 million is to be sought at a general meeting of the
Company to be held at 11.00 a.m. (UK time) on 28 August 2015 at the
offices of Shakespeare Martineau LLP, 5th Floor, One America
Square, Crosswall, London, EC3N 2SG ('General Meeting'), further
details of which are set out in a circular being posted to
shareholders today
-- Shareholder call to be hosted by North River Chief Executive
Officer, James Beams, at 10.30am on Wednesday 12 August to discuss
the financing proposal, further information and dial in details are
set out below
Defined terms used in this announcement which have not been
defined in the body of this announcement shall, unless the context
otherwise requires, have the meaning given to them in Appendix
III.
North River Chief Executive Officer James Beams said, "The
proposed fundraising, which has been structured to allow qualifying
shareholders the opportunity to participate, will enable the
Company to commence initial FEED and continue mine development work
ahead of receipt of the Mining Licence. This is in line with our
vision to develop the Namib Project into an efficient and
commercial production asset in Namibia for relatively low capital
expenditure. While the licence application process has prompted
some slippage in the development schedule, we are confident that
this will soon be forthcoming. As demonstrated by Greenstone's
on-going support for the Namib Project, we are not alone in this
belief, and I am hopeful that our shareholders share this
confidence in what is a stand-out brownfield asset located in a
highly attractive mining environment."
Greenstone Founder, and North River Director, Mark Sawyer said,
"Through the current difficult market climate Greenstone remains
supportive of North River and the Namib Project. The funding
facility provided by Greenstone, as announced today, provides the
Company with critical capital to advance the Namib Project through
the next phase of work, while allowing qualifying shareholders to
participate in a Placing and Open Offer, thereby allowing such
shareholders to share pro-rata in the funding needs and ownership
of the Company. Greenstone looks forward to North River achieving
the milestones required to reach a construction decision, and
ultimately advancing the Namib Project through to production."
For further information please visit www.northriverresources.com
or contact:
James Beams North River Resources Tel: +44 (0) 20 7025 7047
Plc
Andrew Emmott/ Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Ritchie Balmer
Jonathan Williams/ RFC Ambrian Limited Tel: +44 (0) 20 3440 6800
Kim Eckhof
Elisabeth Cowell/ St Brides Partners Limited Tel: +44 (0) 20 7236 1177
Lottie Brocklehurst
Shareholder Call
The Company will host a shareholder conference call at 10.30
a.m. UK time on Wednesday 12 August. The call will be hosted by
CEO, James Beams, and he will talk through this announcement and a
presentation regarding the financing proposal, which will be made
available on the Company's website. Following the presentation
James Beams will then answer queries submitted from
shareholders.
To participate in this conference call, please dial +44 (0) 808
109 0701, or +44 (0) 20 3003 2701 if you are calling from outside
of the UK, and type in 4097346# as the participant code. Please
note that all lines will be muted with the exception of North
River's management, however the Company invites shareholders to
submit questions to its public relations advisers, St Brides
Partners Ltd, ahead of the call via email to
shareholderenquiries@stbridespartners.co.uk. The management team
will strive to answer as many questions as possible during the
course of the call.
In addition, to view a copy of the presentation online during
the call, please go to www.meetingzone.com/presenter and log on as
a participant using 4097346# as the participant code. On the right
hand side of your computer screen you will find an option to submit
questions during the call (please note you will only be able to see
the presentation and the Q&A section once the call has been
made live by the host).
Unfortunately the online presenter programme is not compatible
with iPads and iPhones but if you are listening to the call and
would like to send questions during this time, please email them to
shareholderenquiries@stbridespartners.co.uk by referencing 'North
River Resources' in the subject line and these will be passed onto
the Company for you.
Please note, the call and webpage will be made live at 10.20
a.m. UK time to give you time to log on but the call will not
commence until 10.30 a.m.
If you have any problems accessing the call, please contact St
Brides Partners Ltd on shareholderenquiries@stbridespartners.co.uk
or on the telephone number +44 (0) 20 7236 1177.
Proposed fundraising of up to US$4.0 million to be placed with
and/or underwritten by Greenstone Resources LP and Notice of
General Meeting
1. Introduction
The Company announced on 22 July 2015 plans for two stages of
fundraising. The first would provide working capital to enable
ongoing development of the Namib Project through to the point at
which a decision can be taken to commence construction of the mine.
The second would be to fund construction of the mine and would
represent the larger proportion of the total estimated requirement
of US$25-30 million. The Company announced today further details of
its plans for the first stage of that fundraising, being a total
amount of US$4.0 million comprising an initial US$1.2 million in
convertible loan notes (being the Tranche One Notes) to be placed
with Greenstone, and a placing (being the Placing) and open offer,
open to all Qualifying Shareholders, (being the Open Offer) to
raise US$2.8 million. The full further amount of US$2.8 million is
to be conditionally underwritten by Greenstone (being the
Underwriting Facility). The Company intends to launch the Placing
and Open Offer in September 2015, at which point a further circular
will be issued to Shareholders inviting Qualifying Shareholders to
participate in the Open Offer. The Directors believe that this
fundraising will allow the Company both to continue advancement of
the Namib Project towards a construction decision and to meet
immediate working capital requirements. The Board believes that the
development of the Namib Project is the best strategy to unlock
value for all Shareholders.
A circular (the "Circular") is being sent to Shareholders today
giving notice of the General Meeting to consider a resolution to
authorise the Directors to issue equity securities for the purposes
of the Phase One Fundraising free of statutory pre-emption rights
(the "Resolution").
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