Arc Minerals Limited £2.2 million ($2.9m) Equity Injection (4157Q)

TIDMARCM

RNS Number : 4157Q

Arc Minerals Limited

19 February 2019

Arc Minerals Ltd / Epic: ARCM / Market: AIM / Sector: Mining & Exploration

19 February 2019

Arc Minerals Ltd

('Arc' or the 'Company')

GBP2.2 million ($2.9m) Equity Injection

Highlights:

   --     Non-brokered private placement of GBP2.2m ($2.9m) 
   --     Building a new strategic shareholder base 
   --     Accelerating drilling programme on new targets 

Arc is pleased to announce that it has today placed a total of 73,600,009 Units at 3.00 pence per Unit, each Unit comprising one (1) new ordinary share of no par value ("Placing Shares") and one (1) share purchase warrant. Each warrant will entitle the Holder for a period of 36 months to purchase one (1) ordinary share at 4.50 pence per share ("the Placing").

The Company did not utilise any broker services and as a result no fees or commissions were paid in relation to the Placing for total gross proceeds of GBP2,208,000.

Proceeds of the Placing will be used to fund the continuing exploration and development work on the Company's Zamsort Copper Project ("Zamsort") in Zambia and for general working capital purposes.

Nick von Schirnding, Executive Chairman of the Company, said: "We were approached by two family offices, one of which is already a shareholder, for further funding to progress our newly identified targets at Zamsort. This is a very good outcome for us and as a result we will be accelerating work in respect of Cheyeza West and other key targets and will start a comprehensive drilling programme as soon as possible.

I look forward to an exciting time ahead with significant newsflow for the Company as we deliver on our strategy."

Management Participation in the Placing

Mr Nick von Schirnding, Executive Chairman of Arc, agreed to acquire 2,333,334 Placing Units at a price of 3.00 pence per Unit. Upon Admission, Mr von Schirnding will have a beneficial interest in 15,940,532 ordinary shares of no par value ("Ordinary Shares"), representing approximately 2.26 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr von Schirnding will hold 16.18 million options and warrants.

Mr Don Bailey, a non-executive director of the Company agreed to acquire 433,334 Placing Units at a price of 3.00 pence per Unit. Upon Admission, Mr Bailey will have a beneficial interest in 7,697,224 Ordinary Shares, representing approximately 1.09 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr Bailey will hold 4.36 million options and warrants.

Mr Mumena Mushinge, a non-executive director of the Company agreed to acquire 333,334 Placing Units at a price of 3.00 pence per Unit. At his appointment to the Company's board of directors on 5 February 2019, Mr Mushinge's beneficial interest was reported as 73,937,495 shares which included shares held by his wife. Mr Mushinge's beneficial interest was in fact 57,069,129 shares, representing approximately 9.03 per cent. of the Ordinary Share capital at the time. Upon Admission of the Placing Shares, Mr Mushinge will have a beneficial interest in 57,402,463 Ordinary Shares, representing approximately 8.13 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr Mushinge will hold 333,334 options and warrants.

Mr Brian McMaster, a non-executive director of the Company agreed to acquire 333,334 Placing Units at a price of 3.00 pence per Unit. Upon Admission, Mr McMaster will have a beneficial interest in 2,555,557 Ordinary Shares, representing approximately 0.36 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr McMaster will hold 2.13 million options and warrants.

Mr Vassilios Carellas, Chief Operating Officer of the Company, agreed to acquire 200,000 Placing Units at a price of 3.00 pence per Unit. Upon Admission, Mr Carellas will have a beneficial interest in 2,656,112 Ordinary Shares, representing approximately 0.38 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr Carellas will hold 10.92 million options and warrants.

Mr John Forrest, Chief Financial Officer of the Company, agreed to acquire 133,334 Placing Units at a price of 3.00 pence per Unit. Upon Admission, Mr Forrest will have a beneficial interest in 3,975,960 Ordinary Shares, representing approximately 0.56 per cent. of the enlarged Ordinary Share capital of the Company. In addition, Mr Forrest will hold 2.44 million options and warrants.

Nick von Schirnding, Don Bailey, Mumena Mushinge and Brian McMaster are directors of Arc Minerals, and are therefore regarded as related parties as defined by the AIM Rules for Companies (the "AIM Rules"). The grant of Units to each of them is classified as a related party transaction for the purposes of Rule 13 of the AIM Rules. Mr Jonathan de Thierry, being the independent director for the purposes of Rule 13, considers, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.

Application for admission

The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares. Application will be made to the London Stock Exchange for 73,600,009 Placing Shares to be admitted to trading on AIM ('Admission'). It is expected that Admission will become effective on or around 26 February 2019.

Total Voting Rights

Following the issue of the Placing Shares, the total issued share capital of the Company will consist of 705,937,551 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 705,937,551 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.

The total issued share capital and total voting rights in the Company as disclosed in the announcement of 29 November 2018 and stated as 632,338,240 included a calculation error of 698 shares. Correcting for this error, the total issued share capital and total voting rights in the Company before the issue of the Placing Shares was 632,337,542.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 
 1.   Details of the person discharging managerial responsibilities/person 
       closely associated 
 a)   Name:                                                 1. Nick von Schirnding 
                                                             2. Don Bailey 
                                                             3. Mumena Mushinge 
                                                             4. Brian McMaster 
                                                             5. Vassilios Carellas 
                                                             6. John Forrest 
     -----------------------------------------  --------------------------------------- 
 2.   Reason for the notification 
     ---------------------------------------------------------------------------------- 
 a)   Position/status:                                      1. Executive Chairman 
                                                             2. Non-executive Director 
                                                             3. Non-executive Director 
                                                             4. Non-executive Director 
                                                             5. Chief Operating Officer 
                                                             (non-board) 
                                                             6. Chief Financial Officer 
                                                             (non-board) 
     -----------------------------------------  --------------------------------------- 
 b)   Initial notification/Amendment:            Initial notification 
     -----------------------------------------  --------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ---------------------------------------------------------------------------------- 
 a)   Name:                                      Arc Minerals Limited 
     -----------------------------------------  --------------------------------------- 
 b)   LEI:                                       213800XHFJVCC9GP2G75 
     -----------------------------------------  --------------------------------------- 
 4.   Details of the transaction(s): section to be repeated for 
       (i) each type of instrument; (ii) each type of transaction; 
       (iii) each date; and (iv) each place where transactions have 
       been conducted 
     ---------------------------------------------------------------------------------- 
 a)   Description of the financial instrument,   Ordinary shares of no par 
       type of instrument:                        value and warrants over 
       Identification code:                       ordinary shares of no par 
                                                  value 
                                                  VGG045791016 
     -----------------------------------------  --------------------------------------- 
 b)   Nature of the transaction:                 Purchase of shares 
     -----------------------------------------  --------------------------------------- 
 c)   Price(s) and volume(s):                      Price(s)         Volume(s) 
                                                    1. 3.0 pence     1. 2,333,334 

                                                    2. 3.0 pence     2. 433,334 
                                                    3. 3.0 pence     3. 333,334 
                                                     4. 3.0 pence     4. 333,334 
                                                     5. 3.0 pence     5. 200,000 
                                                     6. 3.0 pence     6. 133,334 
                                                                    ------------- 
     -----------------------------------------  --------------------------------------- 
 d)   Aggregated information:                    Single transaction as in 
       Aggregated volume:                         4 c) above Price(s)     Volume(s) 
       Price:                                      3.0 pence    3,766,670 
     -----------------------------------------  --------------------------------------- 
 e)   Date of the transaction:                   19 February 2019 
     -----------------------------------------  --------------------------------------- 
 f)   Place of the transaction:                  Off-market 
     -----------------------------------------  --------------------------------------- 
 

Notes to the Editors

Arc Minerals is an AIM listed exploration and mine development company focused on a diversified portfolio of mining projects with interests in Slovakia, Eritrea, the Democratic Republic of the Congo and Zambia.

ARC Minerals current holdings include:

-- 100% interest in CASA Mining Limited, a private company that has a 71.25% interest in the 3-million-ounce inferred Resource Akyanga gold deposit in the DRC.

-- A 66% equity interest in Zamsort Limited ("Zamsort"), a private company focused on a prospective copper and cobalt licence in the Zambia Copperbelt, together with a convertible loan to Zamsort which converts into approximately a five percent additional equity interest in Zamsort.

-- 100% ownership of the Kremnica Mining Licence Area in Slovakia which host the 1.3Moz AuEq Au PFS stage turec Gold Project.

For more information visit www.arcminerals.com

**ENDS**

Contacts

 
 Arc Minerals Ltd 
  Nick von Schirnding (Chairman)    [phone] 
 SP Angel (Nominated Adviser 
  & Broker) 
  Ewan Leggat / Soltan Tagiev       [phone] 
 

Forward-looking Statements

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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 [e-mail] or visit www.rns.com.

END

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February 19, 2019 02:01 ET (07:01 GMT)