Bellzone Mining PLC Placing and appointment of joint broker (2929X)

TIDMBZM

RNS Number : 2929X

Bellzone Mining PLC

23 November 2017

NOT FOR ISSUE, RELEASE, PUBLICATION OR DISTRIBUTION

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

23 November 2017

Bellzone Mining plc

Bellzone announces Placing to raise approximately GBP1.5 million (net)

and Appointment of Joint Broker

Bellzone Mining plc ("Bellzone" or the "Company") (AIM: BZM) is pleased to announce a successful non-pre-emptive placing to raise GBP1.6 million (approximately GBP1.5m net) (the "Placing") through the issue of 128,000,000 new ordinary shares of no par value at a price of 1.25 pence per share (the "Placing Shares"). This will represent 8.0% of the enlarged issued share capital of the Company.

SVS Securities Plc ("SVS") acted as broker pursuant to a placing agent agreement whereby SVS will either procure (as agent for the Company) placees for the Placing Shares or subscribe itself for the Placing Shares. The SVS Placing will be undertaken by way of a cashbox placing and Cleargrass No.4 Limited (company number 124361) was registered in Jersey for this purpose.

The proceeds of the Placing will be applied to advance the completion of the feasibility study on the proposed Ferronickel sub-project and for FY2018 working capital requirements. Approximately 60% of the work required to obtain feasibility study results has been completed and paid for and the remaining work is estimated to require a relatively small proportion of the funds raised. The Company expects to conclude the feasibility study by November 2018 at the latest in line with its obligations under the recently signed Addendum to its Mining Convention.

The Company intends to make an immediate start to planning for additional bulk sample extraction and a test smelt campaign at Mintek in Johannesburg and regular market updates will be provided.

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 will be issued under this general mandate.

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 1.25 pence per share, representing a discount of approximately 23% to the closing mid-price of the Company's shares of 1.625p on 22 November 2017, 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 1,597,858,383 Ordinary Shares of no par value, of which 32,657,970 Ordinary Shares are held by the Company as treasury shares for the purpose of executive remuneration. Therefore, as at 29 November 2017, the total voting rights in the Company are 1,565,200,413 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.

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. As a result of the placing, Bellzone's major shareholder Hudson Global Limited ("Hudson") will have its voting rights diluted from 62.4% to 58.2%.

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 for the Placing Shares to be admitted to trading on AIM and admission is expected to occur on or around 29 November 2017.

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

Appointment of Joint Broker

The Board is pleased to announce the appointment of SVS Securities plc as the Company's Joint Broker together with WH Ireland Limited, with immediate effect.

Notice of Investor Conference Call

All interested investors are invited to an update call at 9.00am GMT on Friday 24 November 2017, where management will answer queries related to the Placing details as well Bellzone's medium-term business plan. Investors are invited to register their interest to attend the call by email to Simon Edwards by 5.00pm GMT on Thursday 23 November 2017 to receive the dial-in details.

Mr. Michael Farrow, Chairman of Bellzone, said:

"Bellzone has for some time been ready to move ahead quickly to normalise operations and complete the promising Ferronickel feasibility study work. Now that the Addendum to our Mining Convention has finally been signed with the full support of the Guinean Government, our legal rights to the world-class Kalia iron ore resource have been affirmed and all medium-term obligations have been clarified.

The macro environment has turned markedly positive this year. Metals prices, especially base metals, have stabilised. Most importantly, Guinea has been successful in cementing continuing IMF support via a 3-year External Credit Facility through 2020, as well as in obtaining unequivocal significant commitment from China worth over US$20 billion, to invest without delay in Guinea's national infrastructure and critical mining industry. We believe Bellzone is well-positioned to benefit from the expected economic impetus.

The resulting positive market response has meant we have been able to capitalise on renewed investor confidence to re-open equity financing options as an alternative to Bellzone's reliance over the last 3 years on a succession of loans from Hudson. I hope this will lead to enhanced market liquidity and thereby an increase in overall shareholder value. With this firm footing achieved, we can now focus fully on achieving our clear near-term objectives and start to engage with potential partners for the longer-term.

On behalf of the Board, I sincerely thank our existing shareholders, especially Hudson for its unwavering commitment and I welcome all our new shareholders as we embark on what will without doubt be an exciting year ahead."

Enquiries:

 
 Bellzone Mining plc 
 Simon Edwards                [phone] 
                               [e-mail] 
 
 SVS Securities plc 
 Joint Broker 
  Tom Curran                   [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 APPENDIX 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 APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 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 APPENDIX 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 15 November 2017 (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 either procure (as agent for the Company) Placees for the Placing Shares or, in accordance with the cashbox agreements, to subscribe itself for the Placing Shares. If SVS subscribes for all Placing Shares, its holding in the Company following the Placing will be 128,000,000 Ordinary Shares, representing 8.2% of the total voting rights of the Company.

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 29 November 2017.

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 29 November 2017 (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 company news service from the London Stock Exchange

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November 23, 2017 02:44 ET (07:44 GMT)