Bellzone Mining PLC Issue of Equity - Replacement (9975U)

TIDMBZM

RNS Number : 9975U

Bellzone Mining PLC

18 July 2018

GENERAL TEXT AMMENT

The following amendments have been made to the 'Issue of equity' announcement released on 12 July 2018 at 07:00AM.

The number of Placing Shares issued and being applied for Admission in the text should read 166,666,667.

All other details remain unchanged. The full amended text is shown below.

NOT FOR ISSUE, RELEASE, PUBLICATION OR DISTRIBUTION

IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.

12 July 2018

Bellzone Mining plc

Bellzone announces Placing to raise approximately GBP0.95 million (net)

Bellzone Mining plc ("Bellzone" or the "Company") (AIM: BZM) is pleased to announce a successful non-pre-emptive placing to raise GBP1.0 million (approximately GBP0.95m net) (the "Placing") through the issue of 166,666,667 new ordinary shares of no par value at a price of 0.6 pence per share (the "Placing Shares"). This will represent 9.5% of the enlarged issued share capital of the Company.

SVS Securities Plc ("SVS") acted as broker pursuant to a placing agent agreement whereby SVS agreed to procure (as agent for the Company) placees for the Placing Shares or subscribe itself for the Placing Shares.

The proceeds of the Placing will be applied to the remaining working capital requirements for FY2018, including completion of the feasibility study on the Ferronickel project in line with the Company's obligations under the Addendum to the Mining Convention which was recently ratified by the National Assembly on 5 July 2018.

The Placing

Bellzone was on 28 July 2017 granted authority by its shareholders, pursuant to article 2.3 of its articles of association, to issue up to 440,957,000 new Ordinary Shares. The Placing Shares, representing 38% of this general mandate, will be issued in the Placing.

The Placing is subject to the terms and conditions set out in the Appendix. The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price") will be 0.6 pence per share, representing a discount of approximately 33% to the closing mid-price of the Company's shares of 0.9p on 11 July 2018, being the last day of trading prior to the announcement of the Placing.

As a result of the Placing, the total issued share capital of the Company will be 1,764,525,050 Ordinary Shares of no par value, of which 24,088,170 Ordinary Shares are held by the Company as treasury shares. As at the expected settlement date of 26 July 2018, the total voting rights in the Company will be 1,740,436,880 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure and Transparency Rules of the UK Financial Conduct Authority. Bellzone's major shareholder Hudson Global Limited ("Hudson") will have its voting rights diluted from 57.8% to 52.3%.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The existing Ordinary Shares are admitted to trading on the AIM Market ("AIM") of London Stock Exchange plc ("LSE"). Application will be made to the LSE on or around 20 July 2018 for the Placing Shares to admitted to trading on AIM on or around 26 July 2018.

The Appendix to this announcement (which forms a part of this announcement) sets out further information and the terms and conditions of the Placing.

Mr. Michael Farrow, Chairman of Bellzone, said:

"The Board is gratified by SVS Securities' firm commitment. The ratification of the Mining Convention is a very important and expected procedural step towards clarifying the Company's operational obligations in the medium term and we look forward to the Presidential Decree which crystallises the effective date of the timetable in the Addendum to the Kalia Mining Convention.

More than 90% of the ferronickel feasibility study bulk sample has already been extracted and packaged for transport, despite delays caused by the rainy season and procurement of suitable transport packaging and it is expected the full bulk sample will be ready to be shipped to Mintek in South Africa within July, subject only to the availability of ship capacity which has already been provisionally confirmed with freight forwarding agents in Guinea.

As previously disclosed, the Company remains in discussion with several parties with respect to their interest in monetising some or a significant proportion of the Company's assets.

Finally, the unstinting support of our major shareholder, Hudson, has been essential in ensuring that Bellzone continues to be able to expand its financing options and we look forward to unlocking value for all shareholders as soon as possible."

Enquiries:

 
 Bellzone Mining plc 
 Simon Edwards                       [phone] 
                                      [e-mail] 
 
 SVS Securities plc 
 Joint Broker 
  Tom Curran / Ben Tadd / Nick 
  Aitchison                           [phone] 
 WH Ireland Limited 
 Nominated Advisor & Joint Broker 
 James Joyce / Jessica Cave          [phone] 
 
 

GENERAL

This announcement has been issued by Bellzone and is the sole responsibility of Bellzone.

THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA.

SVS is regulated in the United Kingdom by the Financial Conduct Authority. SVS is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice in any jurisdiction.

In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia, Hong Kong or Japan. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of the Placing Shares will be made in the United States.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Bellzone for the current or future financial years would necessarily match or exceed the historical published earnings per share of Bellzone.

The Directors of Bellzone are:

Michael Farrow, Non-Executive Chairman

Julian Cheong, Executive Director (Chief Executive Officer)

Simon Brickles, Non-Executive Director

Antony Gardner-Hillman, Non-Executive Director

APPIX

Further Information on the Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN.

THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UK FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR OTHERWISE ARE PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BELLZONE MINING PLC.

SVS is deemed to have read and understood this Appendix in its entirety and to participate on the terms and conditions, acknowledgements and undertakings, contained in this Appendix. Any other Relevant Person choosing to participate in the Placing ("Placee") has to be proposed by SVS and approved by Bellzone and has to enter into documentation containing certain terms and conditions, representation and warranties, acknowledgements and undertakings by no later than the time of subscribing for the Placing Shares.

This announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia, Hong Kong or Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful.

The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or SVS that would permit an offer of such Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons to whose attention this announcement is drawn are required by the Company and SVS to inform themselves about and to observe any such restrictions.

In this Appendix, unless the context otherwise requires, "Placee" includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

Details of the Placing Agent Agreement and the Placing Shares

SVS has entered into a placing agent agreement dated 11 July 2018 (the "Placing Agent Agreement") with the Company whereby SVS has, on the terms and subject to the satisfaction of certain conditions set out therein, undertaken to procure (as agent for the Company) Placees for the Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for listing and admission to trading

Application will be made to the LSE for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission and trading of the Placing Shares on AIM will take place at 8.00 a.m. on or around 26 July 2018.

Conditions of the Placing

The Placing is conditional upon the Placing Agent Agreement becoming unconditional and not having been terminated in accordance with its terms.

SVS's obligations under the Placing Agent Agreement are conditional on: Admission occurring at 8.00 a.m. on or around 26 July 2018 (or such later time or date as the Company and SVS may agree in writing);

If any of the conditions above is not fulfilled or, where permitted, waived by SVS in accordance with the Placing Agent Agreement by the stated time and/or date (or such later time and/or date as the Company and SVS may agree), the Placing will lapse and the Placing Agent Agreement and, save for certain rights and obligations and certain clauses which continue to apply, the rights and obligations of the parties shall cease and terminate at such time and SVS agrees that no claim can be made by or on behalf of SVS (or any person on whose behalf SVS is acting) in respect thereof.

No Prospectus

No prospectus or other offering document has been or will be submitted to be approved by the UK Listing Authority in relation to the Placing or the Placing Shares. SVS and each Placee (as applicable), by participating in the Placing, confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of the Company other than the content of this announcement (including this Appendix), the Placing Agent Agreement and publicly available information required to be published by the Company in accordance with the rules and practices of the London Stock Exchange and neither the Company nor any person acting on the Company's behalf nor any of their Affiliates has or shall have any liability for any decision of SVS or a Placee to participate in the Placing based on any other information, representation, warranty or statement provided that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. SVS and each Placee (as applicable) acknowledges, agrees and warrants that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.

General

This announcement has been issued by the Company and is the sole responsibility of the Company.

SVS is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this announcement.

All times and dates in this announcement may be subject to amendment. The Company shall notify SVS and any person acting on behalf of SVS of any changes.

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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July 18, 2018 03:20 ET (07:20 GMT)