Ferrum Crescent Ltd Completion of Fundraising (7865O)

TIDMFCR

RNS Number : 7865O

Ferrum Crescent Ltd

22 May 2018

22 May 2018

Ferrum Crescent Limited

("FCR", the "Company" or the "Group")(ASX, AIM, JSE: FCR)

Completion of Fundraising, Issue of Equity and Options

and Directors' Dealings

FCR, the European lead-zinc explorer, is pleased to announce that further to the receipt of shareholder approval at yesterday's General Meeting, the Company has today issued the various new ordinary shares and options detailed in the notice of general meeting and explanatory statement (together, the "Notice") published on 17 April 2018 and successfully completed its conditional fundraising announced on 20 March 2018.

Issue of Equity

Placing and Subscription Shares and Corporations Act Confirmations

The equity fundraising comprised a placing and subscription to raise, in aggregate, approximately GBP1 million (before expenses), through the issue of, in aggregate, 1,739,130,435 new ordinary shares of no par value each in the capital of the Company ("Ordinary Shares") (the "Placing and Subscription Shares") at a price of 0.0575 pence per share (the "Fundraising").

The Fundraising provides sufficient financing and general working capital to enable the Company to progress the resource delineation and commissioning of an initial scoping study in respect of the Company's wholly owned Toral lead-zinc project, located in the Province of Le n, northern Spain.

In particular, the net proceeds will enable FCR to build upon the Toral project's maiden JORC (2012) zinc, lead and silver resource estimate of 16Mt@6.9% Zinc equivalent (including lead credits) and 25 g/t Silver, as announced on 6 February 2018, via the completion of all key stage 1 work for 2018, including:

-- an 8 hole drilling programme East along strike to potentially identify further scale for the resource;

-- an initial scoping study to better assess the Toral project, detailing infrastructure requirements, potential mining methodologies and marketing options; and

-- metallurgical test work on existing core samples to progress the Company's understanding of likely, saleable concentrates from a full mining operation.

The Company hereby notifies ASX under section 708A(5)(e) of the Corporations Act (the "Act") in compliance with the requirements of section 708A(6) of the Act. The Company also advises that as at the date of this announcement:

1. the shares were issued without disclosure to investors under Part 6D.2 of the Act;

2. the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

3. the Company has complied with section 674 of the Act; and

4. as at the date of this announcement, there is no information:

a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; or

b. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   ii.          the rights and liabilities attaching to the shares. 

Director Fee Shares

Further to the approval of resolutions 8 to 10, as set out in the Notice, and in order to conserve the Company's cash reserves and thereby maximise the funds available for the group's exploration activities, the Company has today issued, in aggregate, 55,345,793 new Ordinary Shares (the "Director Fee Shares") to certain of the Company's directors in lieu of outstanding fees at the same price (0.0575 pence per share) as the shares issued pursuant to the Fundraising. Further details and the resultant benefical shareholdings of each director receiving new Ordinary Shares are set out below:

 
 Director      Previous       Fee Amount    Number         Resultant      Resultant 
                holding        / Period      of Director    holding        percentage 
                of Ordinary                  Fee Shares     of Ordinary    of voting 
                Shares                       received       Shares         rights 
                                                                           held 
 Myles 
  Campion      -              GBP10,645     18,514,492     18,514,492     0.38 
                               (Oct - Dec 
                                2017) 
 Evan Kirby    10,900         GBP7,428      12,918,258     12,929,158     0.27 
                               (Aug - Dec 
                                2017) 
 Laurence 
  Read         -              GBP13,750     23,913,043     23,913,043     0.49 
                               (Oct - Dec 
                                2017) 
 

The settlement of outstanding fees due to three of the Company's directors via the issue of new Ordinary Shares, as set out above, is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies ("AIM Rule 13"). Accordingly, the independent directors, being Colin Bird and Daniel Smith, having consulted with the Company's Nominated Adviser, Strand Hanson Limited ("Strand Hanson"), consider that the terms of the issue of the Director Fee Shares are fair and reasonable insofar as the Company's shareholders are concerned. Following the issue and admission to trading today of the abovementioned Placing and Subscription Shares and Director Fee Shares, the total issued ordinary share capital of the Company comprises 4,849,757,667 Ordinary Shares.

Issue of Options

Placing Options and Broker Options in respect of the November 2017 fundraising

Further to the approval of resolutions 3 and 4, as set out in the Notice, and in accordance with the terms of the placing announced on 2 November 2017 (the "Placing"), the Company has today issued, in aggregate, 185,249,929 options to the placees concerned exercisable at a price of 0.075 pence per new Ordinary Share for a period of thirty months from their date of issue (the "Placing Options"). Further to the approval of resolution 4, as set out in the Notice, 25,000,000 of the Placing Options have been issued to Mr Colin Bird, being the Company's Non-Executive Chairman and a participant in the Placing in a private capacity prior to joining the board on 11 January 2018.

The issue of Placing Options to Mr Bird is considered to be a related party transaction pursuant to AIM Rule 13. Accordingly, the independent directors, being Myles Campion, Evan Kirby, Laurence Read and Daniel Smith, having consulted with the Company's Nominated Adviser, Strand Hanson, consider that the terms of the issue of the Placing Options to Mr Bird are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, pursuant to the approval of resolution 5, as set out in the Notice, and the Company's announcement of 2 November 2017, the Company has today issued a further 50,000,000 options to Beaufort Securities Limited exercisable at a price of 0.075 pence per new Ordinary Share for a period of thirty months from their date of issue (the "Broker Options").

Incentive Options

Further to the approval of resolutions 11 to 15 inclusive, as set out in the Notice, the Company has today granted, in aggregate, 337,500,000 options to the Company's directors exercisable at a price of 0.0575 pence per new Ordinary Share for a period of five years from their date of issue (the "Incentive Options"), in accordance with the terms of the Company's Incentive Plan approved by shareholders at the Company's general meeting held on 11 May 2017.

Further details and the resultant total options held by each of the directors are set out below:

 
 Director      Previous       Number of     Exercise     Expiry    Resultant 
                holding        Incentive     price        date      holding 
                of options     Options       per share              of options 
                               granted       (p) 
 Myles 
  Campion      -              112,500,000   0.0575       22.5.23   112,500,000 
 Laurence 
  Read         -              112,500,000   0.0575       22.5.23   112,500,000 
 Colin 
  Bird         -              80,000,000    0.0575       22.5.23   105,000,000* 
 Evan Kirby    -              22,500,000    0.0575       22.5.23   22,500,000 
 Daniel 
  Smith        -              10,000,000    0.0575       22.5.23   10,000,000 
 

* - includes the 25,000,000 Placing Options exercisable at 0.075p until 22.11.20 as referred to above.

Adviser Options and Former Director Options

Further to the approval of resolution 6, as set out in the Notice, the Company has today issued 66,666,666 options to HD Capital Partners Limited exercisable at a price of 0.075 pence per new Ordinary Share on or before the date falling twenty-four months from their date of issue (the "Adviser Options").

In addition, further to the approval of resolution 16, as set out in the Notice, the Company has today issued a further 10,000,000 options to Mr Grant Button, a former non-executive director of the Company, exercisable at a price of 0.075 pence per new Ordinary Share on or before the date falling three years from their date of issue (the "Former Director Options").

The associated Appendix 3B pursuant to the ASX Listing Rules with respect to the issue of the abovementioned securites can be viewed here: http://www.rns-pdf.londonstockexchange.com/rns/7865O_1-2018-5-21.pdf

For further information on the Company, please visit www.fcrexploration.com or www.ferrumcrescent.com or contact:

Ferrum Crescent Limited

Daniel Smith, Non-Executive Director and Company Secretary (Australia)

T: [phone]

Laurence Read, Executive Director (UK)

T: [phone]

Strand Hanson Limited (Nominated Adviser)

Rory Murphy / Matthew Chandler

T: [phone]

Turner Pope Investments (TPI) Limited (Joint Broker)

Andy Thacker

T: [phone]

Peterhouse Corporate Finance Limited (Joint Broker)

Lucy Williams / Duncan Vasey / Heena Karani

T: [phone]

Sasfin Capital Proprietary Limited (a member of the Sasfin group) (JSE Sponsor)

Sharon Owens

T (direct): [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

PDMR Notification Forms

The notifications below are made in accordance with the requirements of MAR.

 
 1.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------------- 
 a)   Name                                  1. Myles Campion 
                                             2. Evan Kirby 
                                             3. Laurence Read 
---  -------------------------------  ---------------------------------- 
 2.   Reason for the Notification 
---  ------------------------------------------------------------------- 
 a)   Position/status                       1. Technical Director 
                                             2. Non-Executive Director 
                                             3. Executive Director 
---  -------------------------------  ---------------------------------- 
 b)   Initial notification/amendment   Initial notification 
---  -------------------------------  ---------------------------------- 
 3.   Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------------- 
 a)   Name                             Ferrum Crescent Limited 
---  -------------------------------  ---------------------------------- 
 b)   LEI                              2138008QU5PGK777XM59 
---  -------------------------------  ---------------------------------- 
 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               Issue of Ordinary Shares 
       Financial instrument,            in lieu of outstanding fees 
       type of instrument 
---  -------------------------------  ---------------------------------- 
      Identification code              AU000000FCR2 
---  -------------------------------  ---------------------------------- 
 b)   Nature of the Transaction        Issue of Ordinary Shares 
---  -------------------------------  ---------------------------------- 
 c)   Price(s) and volume(s)            Price(s)            Volume(s) 
                                        ------------------  ------------ 
                                         1. 0.0575 pence     18,514,492 
                                          2. 0.0575 pence     12,918,258 
                                          3. 0.0575 pence     23,913,043 
                                        ------------------  ------------ 
---  -------------------------------  ---------------------------------- 
 d)   Aggregated information           N/A 
       Aggregated volume 
       price 
---  -------------------------------  ---------------------------------- 
 e)   Date of the transaction          22 May 2018 
---  -------------------------------  ---------------------------------- 
 f)   Place of the transaction         AIM (LSE) 
---  -------------------------------  ---------------------------------- 
 
 
 1.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ----------------------------------------------------------------------- 
 a)   Name                                        1. Myles Campion 
                                                   2. Evan Kirby 
                                                   3. Laurence Read 
                                                   4. Colin Bird 
                                                   5. Daniel Smith 
---  -------------------------------  -------------------------------------- 
 2.   Reason for the Notification 
---  ----------------------------------------------------------------------- 
 a)   Position/status                             1. Technical Director 
                                                   2. Non-Executive Director 
                                                   3. Executive Director 
                                                   4. Non-Executive Chairman 
                                                   5. Non-Executive Director 
---  -------------------------------  -------------------------------------- 
 b)   Initial notification/amendment   Initial notification 
---  -------------------------------  -------------------------------------- 
 3.   Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ----------------------------------------------------------------------- 
 a)   Name                             Ferrum Crescent Limited 
---  -------------------------------  -------------------------------------- 
 b)   LEI                              2138008QU5PGK777XM59 
---  -------------------------------  -------------------------------------- 
 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               Issue of Options under Company's 
       Financial instrument,            Incentive Plan 
       type of instrument 
---  -------------------------------  -------------------------------------- 
      Identification code              AU000000FCR2 
---  -------------------------------  -------------------------------------- 
 b)   Nature of the Transaction        Issue of Options under Company's 
                                        Incentive Plan 
---  -------------------------------  -------------------------------------- 
 c)   Price(s) and volume(s)            Price(s)            Volume(s) 
                                        ------------------  ------------- 
                                         1. 0.0575 pence     112,500,000 
                                          2. 0.0575 pence     22,500,000 
                                          3. 0.0575 pence     112,500,000 
                                          4. 0.0575 pence     80,000,000 
                                          5. 0.0575 pence     10,000,000 
                                        ------------------  ------------- 
---  -------------------------------  -------------------------------------- 
 d)   Aggregated information           N/A 
       Aggregated volume 
       price 
---  -------------------------------  -------------------------------------- 
 e)   Date of the transaction          22 May 2018 
---  -------------------------------  -------------------------------------- 
 f)   Place of the transaction         AIM (LSE) 
---  -------------------------------  -------------------------------------- 
 
 
 1.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------- 
 a)   Name                             Colin Bird 
---  -------------------------------  ---------------------------- 
 2.   Reason for the Notification 
---  ------------------------------------------------------------- 
 a)   Position/status                  Non-Executive Chairman 
---  -------------------------------  ---------------------------- 
 b)   Initial notification/amendment   Initial notification 
---  -------------------------------  ---------------------------- 
 3.   Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------- 
 a)   Name                             Ferrum Crescent Limited 
---  -------------------------------  ---------------------------- 
 b)   LEI                              2138008QU5PGK777XM59 
---  -------------------------------  ---------------------------- 
 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               Issue of Placing Options 
       Financial instrument, 
       type of instrument 
---  -------------------------------  ---------------------------- 
      Identification code              AU000000FCR2 
---  -------------------------------  ---------------------------- 
 b)   Nature of the Transaction        Issue of Placing Options 
---  -------------------------------  ---------------------------- 
 c)   Price(s) and volume(s)            Price(s)       Volume(s) 
                                        -------------  ----------- 
                                         0.075 pence    25,000,000 
                                        -------------  ----------- 
---  -------------------------------  ---------------------------- 
 d)   Aggregated information           N/A 
       Aggregated volume 
       price 
---  -------------------------------  ---------------------------- 
 e)   Date of the transaction          22 May 2018 
---  -------------------------------  ---------------------------- 
 f)   Place of the transaction         AIM (LSE) 
---  -------------------------------  ---------------------------- 
 

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.

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May 22, 2018 02:00 ET (06:00 GMT)