Beacon Hill Resources plc Result of GM and Suspension of Trading (0747A)

TIDMBHR

RNS Number : 0747A

Beacon Hill Resources plc

17 December 2014

 
 17 December 2014 
 

Beacon Hill Resources Plc / AIM: BHR / Sector: Mining

Beacon Hill Resources Plc

("Beacon Hill" or the "Company")

Result of General Meeting and Suspension of Trading on AIM

Beacon Hill, the coking coal developer focussed on the Minas Moatize Coking Coal Mine in Tete, Mozambique, announces that of the resolutions proposed at the General Meeting held earlier today, as set out in the notice dated 1 December 2014, the ordinary resolutions numbered 1 and 3 were passed, however the special resolutions numbered 2 and 4 were not passed. As the Resolutions were inter-conditional, none of the Resolutions are therefore effective.

Accordingly, the proposed variation and conversion of approximately US$13.0m Convertible Loan Notes, up to GBP1.5m Fundraising and Share Capital Reorganisation, will not proceed at this time and, pending resolution and clarification of its financial position and the outcome of discussions with its key creditors and stakeholders referred to below, the Company's ordinary shares will remain suspended from trading on AIM, until further notice.

The Board is extremely disappointed that the requisite shareholder approval for all of the resolutions has not been obtained. The Independent Directors continue to consider the financing and restructuring Proposals to be in the best interests of the Company and its Shareholders as a whole and will now seek to engage with the Company's senior debt provider, the holders of the outstanding Convertible Loan Notes and other key stakeholders to establish whether any alternative proposals and/or sources of potential funding are obtainable on a timely basis or at all.

Further to the Company's announcement of 8 December 2014, the proposed further amendment agreement with Vitol Coal S.A., which was subject to the passing of all the resolutions at the General Meeting, has not been completed and accordingly payment of US$4.1 million under its existing US$10 million senior debt facility remains due for repayment by the Company on 30 January 2015.

Taking into account, inter alia, the recent exercise of anti-dilution warrants and subscription, announced on 4 December 2014 and 11 December 2014 respectively, the Board believes that the Company currently only has adequate working capital until around mid-January 2015. The Board has appointed an insolvency practitioner to advise it in respect of the Company's ongoing ability to trade and the potential requirement for the Company to be placed into administration in the near term.

A further announcement will be made in due course.

Justin Farr-Jones, Chairman of Beacon Hill, commented:

"It is clearly very regrettable that despite approximately 69 per cent. of shareholders who voted electing to vote in favour of the restructuring and funding resolutions, we fell short of the requisite 75 per cent. threshold to enable us to proceed to implement the Proposals.

"The funding and restructuring Proposals were the culmination of considerable negotiation and hard work over a lengthy time period in very difficult market conditions. The Board appreciates the tremendous support it has received from a substantial proportion of the Company's key stakeholders. We will continue to endeavour to find a solution to take the business forward, however, as a consequence of today's vote and the failure to approve, amongst other things, the conditional funding proposal, the Company's shares will remain suspended from trading on AIM until further notice as we seek to clarify if there are any other viable funding alternatives. Failing this, the Board will, subject to obtaining independent expert advice, seek to put the Company into administration as previously advised to Shareholders."

Company Presentation

A copy of the full presentation made to Shareholders attending today's General Meeting is available to download from the Company's website at www.bhrplc.com.

Capitalised terms used but not defined above have the same meanings as set out in the Company's announcement of 1 December 2014.

**ENDS**

 
 For further information, please contact: 
 Beacon Hill Resources Plc 
 Justin Farr-Jones, Chairman ([e-mail]) 
  Rowan Karstel, Chief Executive Officer ([e-mail]) 
 Strand Hanson Limited (Nominated Adviser and 
  Broker) 
  James Harris / Matthew Chandler / Ritchie Balmer                       [phone] 
 St Brides Media & Finance Limited (Financial 
  Public Relations) 
  Susie Geliher / Elisabeth Cowell                                       [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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