Premier African Minerals Limited Offer to raise approx. £3.5 million via PrimaryBid (3162S)

TIDMPREM

RNS Number : 3162S

Premier African Minerals Limited

29 September 2017

Premier African Minerals Limited / Ticker: PREM / Index: AIM / Sector: Mining

29 September 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

PREMIER AFRICAN MINERALS LIMITED IS AN EARLY STAGE NATURAL RESOURCES EXPLORATION, DEVELOPMENT AND PRODUCTION COMPANY, IF YOU HAVE ANY DOUBTS AS TO THE RISKS INVOLVED YOU SHOULD SEEK ADVICE FROM A FINANCIAL ADVISER WHO IS DULY AUTHORISED UNDER THE FSMA TO ADVISE ON SUCH FINANCIAL INVSETMENTS.

Premier African Minerals Limited

("Premier" or the "Company")

Institutionally Underwritten Offer to raise approximately GBP3.5 million via PrimaryBid ("Primary Bid Offer")

Premier African Minerals Limited (AIM:PREM), the London-quoted mining and exploration company, is pleased to announce a fully underwritten offer to raise GBP3.5 million (before expenses) by the issue and allotment by the Company of 1,166,666,667 new ordinary shares each in the Company ("New Ordinary Shares") at an offer price of 0.3 pence per New Ordinary Share, being a discount of approximately 20% per cent to yesterday's closing mid-price.

The Company is pleased to provide existing shareholders, private and other investors the opportunity to participate in the fundraising by applying exclusively through the www.PrimaryBid.com platform under the Offer. In order to comply with the Prospectus Directive, individual investors investing less than EUR100,000 in the Offer are limited to an aggregate subscription of GBP3.1m in the Offer. PrimaryBid does not charge investors any commission for this service.

The Company has stated its intention to use the proceeds of the Offer to;

   --     Complete plant upgrades at RHA Tungsten Mine ("RHA"); 

-- Fully fund remaining underground development at the RHA mine to scale up production to the mine design rate;

-- Full repayment and cancellation of the Delta-Beta One EQ Ltd ("D-Beta") equity swap agreement;

   --     Full repayment and cancellation of the YA II PN Limited ("YA II") loan agreement; 
   --     Completion of the PEA on the Zulu Lithium Project ("Zulu"); and 
   --     General working capital. 

Highlights

-- Offer at 0.3 pence per New Ordinary Share ("Issue Price") to raise an aggregate of approximately GBP3.5 million (before expenses).

   --     The Offer, which is described below, is fully underwritten by a financial institution. 
   --     The Company intends that the net proceeds of the Offer will be applied towards: 

o Complete plant upgrades at RHA;

o Fully fund remaining underground development at the RHA Tungsten Mine to scale up production to the mine design rate;

o Full repayment and cancellation of the D-Beta equity swap agreement;

o Full repayment and cancellation of the YA II loan agreement;

o Completion of the PEA on the Zulu Lithium Project;

o General working capital.

-- The Company values its private investor base and is therefore opening the Offer to individual and institutional investors exclusively on PrimaryBid.com from 4.31p.m. on 29 September 2017 to 5p.m. on 1 October 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

-- Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.

   --     Any investment request over GBP100,000 will first require the Company's consent. 

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on [phone].

The fundraising is expected to be completed and the results of it announced on 2 October 2017.

Share issue

Pursuant to the PrimaryBid Offer the Company will cancel the swap agreement with D-Beta by the repurchase of the balance of subscription shares issued in July 2017, which will be issued to subscribers under the PrimaryBid Offer together with the further issuance of up to a further 538,095,239 new ordinary shares.

Enquiries:

 
   George Roach       Premier African Minerals     Tel: [phone] 
    Fuad Sillem                Limited                       263999 
                                                   Tel: [phone] 
                                                             922074 
------------------  ---------------------------  ------------------ 
  Michael Cornish         Beaumont Cornish           Tel: +44 (0)20 
  / Roland Cornish             Limited                    7628 3396 
                         (Nominated Adviser) 
------------------  ---------------------------  ------------------ 
 Jerry Keen/Edward   Shore Capital Stockbrokers      Tel: +44 (0)20 
     Mansfield                 Limited                    7408 4090 
------------------  ---------------------------  ------------------ 
    Jon Belliss         Beaufort Securities          Tel: +44 (0)20 
                               Limited                    7382 8300 
------------------  ---------------------------  ------------------ 
 Charles Goodwin/         Yellow Jersey PR         Tel: [phone] 
  Harriet Jackson              Limited                       788221 
------------------  ---------------------------  ------------------ 
    Dave Mutton          PrimaryBid Limited          Tel: +44 (0)20 
                                                          7491 6519 
------------------  ---------------------------  ------------------ 
 

Beaumont Cornish Limited is acting solely as the Company's Nominated Adviser for the purposes of the AIM Rules and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement and is not acting in respect of the PrimaryBid Offer nor providing any advice in relation thereto.

Introduction

The Company today announces an underwritten Offer of GBP3.5 million (before expenses) through the issue and allotment by the Company of an aggregate of 1,166,666,667 new ordinary shares each in the Company ("New Ordinary Shares") at a price of 0.3 pence per New Ordinary Share ("Issue Price").

The Company values its private investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the fundraising. The Company is therefore making the Offer exclusively through PrimaryBid.com.

Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.

The Offer

Details of the Offer

The Company is raising a total of approximately GBP3.5 million, before expenses. Approximately 1,166,666,667 New Ordinary Shares are available pursuant to the Offer at the Issue Price, payable in full on acceptance.

In order to comply with the Prospectus Directive, individual investors investing less than EUR100,000 in the Offer are limited to an aggregate subscription of GBP3.1m in the Offer. The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Company offers for subscription under the Offer up to 1,166,666,667 New Ordinary Shares at the Issue Price to raise approximately GBP3.5 million with a minimum subscription of GBP1,000 per investor. The Offer is fully underwritten and is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

The maximum investment amount under the Offer for any investor is GBP100,000. Any investment request over GBP100,000 will first require the Company's consent.

The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 6 October 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.

Expected Timetable of Principal Events

 
 Announcement of the Offer                  29 September 2017 
 
 Closing of subscriptions              5:00 p.m. on 1 October 
  on PrimaryBid.com                                      2017 
 
 Announcement of result of                    02 October 2017 
  the Offer 
 
 Admission and commencement         By 8:00 a.m. on 6 October 
  of dealings in the New Ordinary                        2017 
  Shares on AIM 
 
 
 
 

Definitions

 
 "CREST"                      the relevant system (as 
                               defined in the CREST Regulations) 
                               in respect of which Euroclear 
                               is the operator (as defined 
                               in the CREST Regulations) 
---------------------------  ----------------------------------- 
 "Euroclear"                  Euroclear UK & Ireland 
                               Limited 
---------------------------  ----------------------------------- 
 "Prospectus Rules"           the Prospectus Rules made 
                               in accordance with the 
                               EU Prospectus Directive 
                               2003/71/EC in relation 
                               to offers of securities 
                               to the public and the 
                               admission of securities 
                               to trading on a regulated 
                               market 
---------------------------  ----------------------------------- 
 "Restricted Jurisdictions"   United States of America, 
                               Canada, Australia, Japan 
                               and the Republic of South 
                               Africa and any other jurisdiction 
                               where the extension or 
                               availability of the Offer 
                               would breach any applicable 
                               law 
---------------------------  ----------------------------------- 
 

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the performance, results of statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. This announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Beaumont Cornish Limited or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

ENDS

This information is provided by RNS

The company news service from the London Stock Exchange

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September 29, 2017 12:02 ET (16:02 GMT)