Bushveld Minerals Limited Early settlement of the Yellow Dragon earn-out (8724Q)

TIDMBMN

RNS Number : 8724Q

Bushveld Minerals Limited

23 October 2019

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.

23 October 2019

Bushveld Minerals Limited

("Bushveld Minerals" or the "Company")

Early settlement of the Yellow Dragon earn-out

Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated primary vanadium producer, with ownership of high grade vanadium assets in South Africa, is pleased to announce it has agreed an early settlement of the Yellow Dragon Holdings' earn-out payable under the Bushveld Vametco Limited acquisition agreement.

The early settlement is in line with the Company's strategy to simplify its balance sheet and corporate structure while taking into account current market dynamics. This strategy has seen the Company acquire Yellow Dragon Holdings' interest in Bushveld Vametco Limited, acquire all the shares in Strategic Minerals Corporation that it did not already own and redeem the preference shares in Bushveld Vametco Alloys that were held by Strategic Minerals, a wholly owned subsidiary of Bushveld Minerals.

As part of the Vametco acquisition terms announced on 30 November 2017, Bushveld Minerals agreed to make further deferred payments to Yellow Dragon as follows:

-- Two deferred payments of US$0.6 million each, payable following publication of the accounts for Vametco Holdings Limited for respectively the years ending 31 December 2018 and 31 December 2019; and

-- A final payment to be made on publication of the Vametco Holdings Limited accounts for the year ended 31 December 2020 to be calculated by reference to Vametco Holdings Limited's EBITDA for the 2020 financial year. The payment being calculated on the following basis 4.5x EBITDA (as shown in the 2020 Accounts) x 5.91 per cent.

The Company has to date paid the first of the two US$0.6 million payments, following which the two parties agreed on an early settlement for the balance of amounts payable to be settled as follows:

-- Full and final settlement of the earn out of US$13,500,000, being an all-in total payment comprising:

o A cash component payment totalling US$3,000,000; and

o A total of US$10,500,000 payable in 33,914,729 Bushveld Minerals Limited ordinary shares of 1.0 penny each to be issued at a price of GBP0.24 (which favourably compares to the 10 day volume weighted average price of GBP0.235 and the 20 day volume weighted average price of GBP0.226, as at 22 October 2019).

The shares issued to Yellow Dragon are subject to a 6 month lock-in arrangement and a further 6 month orderly market arrangement which are subject to certain exceptions and may otherwise only be waived with the consent of the Company's brokers.

The cash component of the earn-out early settlement is to be settled on or before 31 October 2019.

Fortune Mojapelo, CEO of Bushveld Minerals Limited, commented:

"We are pleased to have agreed terms with Yellow Dragon for the early settlement of the earn-out under our 2017 Bushveld Vametco acquisition terms. This represents the final leg of our balance sheet simplification exercise, which we are pleased to coincide with the completion of the Vanchem acquisition, which is expected to complete shortly. We would also like to take this opportunity to thank Yellow Dragon for its support over the years, particularly at the time of the transformational Vametco acquisition. Their contribution to our success, along with their long-standing presence as one of our significant shareholders, is appreciated."

Admission to AIM and Total Voting Rights

Application will be made for admission of the 33,914,729 new Ordinary Shares to trading on AIM ("Admission") and it is expected that Admission will take place and that trading will commence on AIM at 8.00 a.m. on or around 29 October 2019. The deferred consideration shares represent 2.94% of the enlarged share capital of the Company.

Following Admission, there will be a total of 1,153,642,682 Ordinary Shares in issue, 670,000 of which are held in treasury. Shareholders should use the figure of 1,152,972,682 as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.

Enquiries: [e-mail]

 
                                                          [phone] 
Bushveld Minerals                                          6555 
Fortune Mojapelo, Chief Executive 
 Officer 
Chika Edeh, Head of Investor 
 Relations 
 
SP Angel Corporate Finance          Nominated Adviser     [phone] 
 LLP                                 & Broker              0470 
Ewan Leggat / Richard Morrison 
Abigail Wayne / Richard Parlons 
 
                                                          [phone] 
BMO Capital Markets Limited         Joint Broker           1010 
Jeffrey Couch / Tom Rider 
 Michael Rechsteiner / Neil 
 Elliot 
 
                                                          [phone] 
Peel Hunt LLP                       Joint Broker           8900 
Ross Allister/ James Bavister 
David McKeown 
 
                                                          [phone] 
Tavistock                           Financial PR           3150 
Charles Vivian / Gareth Tredway 
 
                                    Financial PR (South   [phone] 
Brunswick                            Africa)               7300 
Miyelani Shikwambana 
 

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a low-cost, integrated, primary vanadium producer, with ownership of high-grade vanadium assets.

The Company's flagship vanadium platform includes a 74 per cent controlling interest in Bushveld Vametco Alloys (Pty) Ltd, a primary vanadium mining and processing company; the Mokopane Vanadium Project and the Brits Vanadium Project.

Bushveld's vision is to become a significant, low-cost, integrated primary vanadium producer through owning high-grade assets. This incorporates development and promotion of the role of vanadium in the growing global energy storage market through Bushveld Energy, the Company's energy storage project developer and component manufacturer. Whilst the demand for vanadium remains largely anchored in the steel industry, Bushveld Minerals believes there is strong potential for an imminent and significant global vanadium demand surge from the fast-growing energy storage market, particularly through the use and adoption of Vanadium Redox Flow Batteries.

While the Company's focus is on vanadium operations and the development and promotion of VRFBs, it has additional investments in coal, power and tin.

The Company's approach to project development recognises that, whilst attractive project economics are imperative, they are insufficient to secure capital to bring them to account. A clear path to production within a visible timeframe, low capital expenditure requirements and scalability are important factors in ensuring a positive return on investment. This philosophy is core to the Company's strategy in developing projects.

Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com.

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October 23, 2019 06:04 ET (10:04 GMT)