URU Metals Limited Subscription, CLN & Issue of Equity (1795M)

TIDMURU

RNS Number : 1795M

URU Metals Limited

06 May 2020

6 May 2020

URU Metals Limited

("URU" or "the Company")

Subscription, Convertible Loan Note & Issue of Equity

URU is pleased to announce that the Company has raised approximately GBP200,000 through the Subscription for 235,294 depositary interests of no par value each ("Ordinary Shares") in the share capital of the Company (the "Subscription Shares") at a price of 85 pence per Ordinary Share (the "Subscription Price") (the "Subscription"). Each Subscription Share will have an attaching warrant with an exercise period of 18 months and exercisable at 85 pence per new Ordinary Share of the Company (the "Subscription Warrants"). The Subscription Price represents a discount of approximately 24% to the Volume Weighted Average Price ("VWAP") of 111.5 pence between the period of 1 April 2020 and 5 May 2020.

Additionally, the Company has today issued a US$250,000 Convertible Loan Note (the "Loan Note") to Boothbay Absolute Return Strategies LP ("Boothbay") , a USA based financial institution. Boothbay has the option to increase the size of the Loan Note to US$500,000 prior to the maturity of the Loan Note. The Loan Note is unsecured, matures on 31 May 2021 (or such later date as the Company may in its sole discretion determine), carries no interest and is convertible at the lower of:

(i) a voluntary conversion price triggered on serving a conversion notice (being 85 pence per share for a period of 90 days from the date of the Loan Note; and following expiry of the 90 day period, a 35 per cent. discount to the Volume Weighted Average Price ("VWAP") per share in the 5 trading days prior to the noteholder serving a conversion notice);

(ii) on an equity fund raising of not less than US$5 million (excluding a Loan Note conversion), a 35 per cent. discount to the price per share paid by investors on such a fund raising;

(iii) on a share sale (meaning a sale of Ordinary Shares giving control of the Company, whether for cash and/or by way of exchange for shares in another company and/or for other consideration, and whether or not control of the Company changes as a result of such transaction), a 35 per cent. discount to the price per share paid on the share sale; or

(iv) if there is no conversion notice served, fund raising or share sale prior to the maturity date, at a 35 per cent. discount to the VWAP per share in the 5 trading days prior to the maturity date.

In the event that Boothbay is issued with any new Ordinary Shares pursuant to a conversion of the Loan Note, it will be issued with one warrant attaching to each new Ordinary Share issued, with an exercise period of 18 months from the date of grant and exercisable at 85 pence per new Ordinary Share ("Conversion Loan Warrants").

Conversion of Director Fees

The Company has also agreed to issue 470,588 new Ordinary Shares at a price of 85 pence per Ordinary Share (the "Director Fee Shares") for a notional value of GBP400,000 to Alegana Enterprises Limited (a company beneficially owned by John Zorbas) in lieu of unpaid directors fees and salary that were due for payment in cash. Each Director Fee Share will have one warrant attached, with an exercise period of 18 months and exercisable at 85 pence per new Ordinary Share ("Director Warrant"). The unpaid fees and salary have been accrued over several years and have been disclosed in the Company's audited financial report and accounts. Following the issue of the Director Fee Shares the remaining amount owed to Alegana Enterprises Limited is GBP263,111.

Director Shareholdings

On admission of the Subscription Shares and Director Fee Shares to trading on AIM ("Admission"), John Zorbas will be beneficially interested in 622,743 Ordinary Shares representing approximately 41.89 % of the enlarged issued share capital of the Company.

 
     Shareholder        Current Shareholding   Percentage   Shareholding        Percentage 
                           in the Company         held       on Admission    held on Admission 
 
   John Zorbas (CEO)                  33,644         4.31          33,644                 2.26 
                       ---------------------  -----------  --------------  ------------------- 
 Captor Capital 
  Corporation                        118,511        15.18         118,511                 7.97 
                       ---------------------  -----------  --------------  ------------------- 
 Alegana Enterprises 
  Limited                                Nil                      470,588                31.66 
                       ---------------------  -----------  --------------  ------------------- 
 

Note:

John Zorbas has a beneficial interest in share capital of the Company, indirectly through Captor Capital Corporation. John Zorbas exercises control over Captor Capital Corporation due to his position as Chief Executive Officer and his shareholding in Captor Capital Corporation.

John Zorbas has a beneficial interest in share capital of the Company, indirectly through Alegana Enterprises Limited, company beneficially owned by John Zorbas.

Related Party Transaction

The issue of the Director Fee Shares to John Zorbas constitutes a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The directors of URU, other than John Zorbas who is precluded from opining, having consulted with SP Angel, the Company's nominated adviser, consider the issue of the Director Fee Shares to John Zorbas to be fair and reasonable insofar as the Company's shareholders are concerned.

Further, under the Company's memorandum and articles of association, in the absence of board approval, a person whether by himself or acting in concert with persons determined by the Board, is restricted from acquiring shares in the Company which carry 30 per cent. or more of the voting rights attributable to those shares. The issue of the Director Fee Shares would trigger this provision in the Company's memorandum and articles of association however, the Directors with the exception of John Zorbas have consented to the issue of the Director Fee Shares.

Effect on share capital

Following the issue of Subscription Shares, Director Fee Shares and Convertible Loan together with the associated Subscription Warrants, Director Warrant and Conversion Loan Warrants, the following table illustrates the potential effects on the issued share capital of the Company:

 
                                      Number of Ordinary 
                                       Shares 
 Existing Ordinary Shares as at 
  5 May 2020                                     780,571 
                                     ------------------- 
 Subscription Share issue                        235,294 
                                     ------------------- 
 Director Fee Share issue                        470,588 
                                     ------------------- 
 Issue on conversion of Loan Note 
  *                                              237,376 
                                     ------------------- 
 Issue on exercise of Subscription 
  Warrants                                       235,294 
                                     ------------------- 
 Issue on exercise of Conversion 
  Loan Warrants                                  237,376 
                                     ------------------- 
 Issue on exercise of Director 
  Warrant                                        470,588 
                                     ------------------- 
 Total Ordinary Shares in issue                2,667,087 
                                     ------------------- 
 

*Assuming the Loan Notes are converted at 85 pence per Ordinary Share. The Loan Notes may convert at a different price. Shareholders should note that, depending on the circumstances, there could be a materially increased or reduced level of share dilution, if the Loan Notes convert at a discount or premium to 85 pence per Ordinary Share.

Admission and Total Voting Rights

Application will be made for the Subscription Shares and the Director Fee Shares to be admitted to trading on AIM which is expected to occur on or around 13 May 2020 ("Admission"). Following Admission of the Subscription Shares and the Director Fee Shares, the Company's ordinary issued share capital will comprise 1,486,453 depositary interests of no par value each.

This number will represent the total voting rights in the Company, and following Admission, may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company. The new shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1     Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name 
                                           John Zorbas 
      --------------------------------  ---------------------------------------------- 
 2     Reason for the notification 
      -------------------------------------------------------------------------------- 
 a)    Position/status 
                                                      Chief Executive Officer 
      --------------------------------  ---------------------------------------------- 
 b)    Initial notification 
        /Amendment                         Initial Notification 
      --------------------------------  ---------------------------------------------- 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      -------------------------------------------------------------------------------- 
 a)    Name 
                                           URU Metals Limited 
      --------------------------------  ---------------------------------------------- 
 b)    LEI 
 

                                                         213800ZPHWT9VE1H1Q84 
      --------------------------------  ---------------------------------------------- 
 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 financial      Depositary interests of no par value 
        instrument, type of               each 
        instrument 
 
       Identification code               ISIN: VGG930042012 
 
 b)    Nature of the transaction 
                                           1. Issue of 470,588 Ordinary Shares 
                                           in lieu of fees and salary 
                                           2. Issue of 470,588 Director Warrants 
      --------------------------------  ---------------------------------------------- 
 c)    Price(s) and volume(s) 
                                         -------------------------  ---------------- 
                                          Price(s)                   Volume(s) 
                                         -------------------------  ---------------- 
         1. 85 pence                                                      470,588 
   ---------------------------------------------------------------  ---------------- 
         2. 85 pence                                                      470,588 
   ---------------------------------------------------------------  ---------------- 
 
 d)    Aggregated information             Price(s)            Volume(s) 
                                                1. 85 pence         470,588 
                                                              ------------- 
                                                2. 85 pence         470,588 
                                                              ------------- 
                                        ---------------------------------------------- 
 
  - Aggregated volume 
 
  - Price 
 
 e)    Date of the transaction           6 May 2020 
      --------------------------------  ---------------------------------------------- 
 f)    Place of the transaction          XLON 
      --------------------------------  ---------------------------------------------- 
 

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.

For further information, please contact:

 
URU Metals Limited 
 John Zorbas 
 (Chief Executive Officer)        [phone] 
SP Angel Corporate Finance LLP 
 (Nominated Adviser and Broker) 
 Ewan Leggat                      + 44 (0) 203 470 0470 
 

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May 06, 2020 11:56 ET (15:56 GMT)