Share Name Share Symbol Market Type Share ISIN Share Description
Vast Resources Plc LSE:VAST London Ordinary Share GB00B142P698 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.06p -11.76% 0.45p 0.44p 0.46p 0.515p 0.44p 0.515p 549,830,742 16:28:29
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 21.9 -8.3 -0.3 - 42

Vast Resources plc Notice Of General Meeting

09/05/2019 8:21am

UK Regulatory (RNS & others)


 
TIDMVAST 
 
 
   Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining 
 
   9 May 2019 
 
   Vast Resources plc 
 
   ("Vast" or the "Company") 
 
   Increase in authorities to issue warrants as security for outstanding 
Mercuria Tranche A finance (or any replacement thereof) - cancellable on 
repayment of such finance 
 
   Notice of General Meeting 
 
   Vast Resources plc, the AIM-listed mining company, announces that a 
letter from the Chairman of the Company (the 'Letter') including a 
Notice of General Meeting has been posted to Shareholders late on 8 May 
2019.  A copy of the Letter and the Notice of General Meeting will be 
available on the Company's website at www.vastplc.com and the full text 
of the Letter follows in the appendix to this announcement below (the 
'Appendix'). 
 
   The Letter refers to the Warrant Instrument issued as part of the 
security granted to Mercuria Energy Trading SA ("Mercuria") in respect 
of the Tranche A finance granted to the Company by Mercuria under its 
prepayment agreement with the Company concluded on 21 March 2018 (the 
"Prepayment Agreement").  As a result of the fall in the Company's share 
price there is a requirement under the terms of the Warrant Instrument 
that the number of warrants issued to Mercuria as security for the 
outstanding amount to Mercuria under the Prepayment Agreement be 
increased, and the Letter requests Shareholders to grant authority to 
the Directors to augment the existing 565 million warrants issued to 
Mercuria as security by the issue of up to a further 1,750 million 
warrants.  The exercise price of the warrants remains equal to the three 
month volume weighted average price of the Ordinary Shares of the 
Company for the period ended ten business days prior to the exercise of 
the warrants. 
 
   Notwithstanding the requirement to issue further warrants to Mercuria, 
the Company is working closely with both Mercuria and the Swiss bank who, 
as announced on 29 April 2019, have issued to the Company a draft term 
sheet containing the material indicative terms for new finance.  Should 
the term sheet be consummated on its current terms the Company's 
obligation to Mercuria would be repaid in full out of the new finance 
obtained, and Mercuria have indicated its interest to continue its 
existing offtake contracts with the Company subject to certain 
conditions. 
 
   In view of the possibility of the repayment of Mercuria through the 
Swiss Bank or through similar alternative finance the Letter also 
requests Shareholders to grant authority to the Directors to issue up to 
2,315 million warrants as security to any financier who repays the 
amount outstanding to Mercuria provided that the principal terms of such 
warrants are substantially similar to those issued to Mercuria and the 
warrants issued to Mercuria are cancelled. 
 
   None of the Ordinary Shares pursuant to the authorities requested will 
be issued other than in the event of a default under the Prepayment 
Agreement or related agreements or in the event of a default under any 
replacement finance agreement. 
 
   **S** 
 
   For further information, visit www.vastresourcesplc.com or please 
contact: 
 
 
 
 
Vast Resources plc                                www.vastresourcesplc.com 
 Andrew Prelea (Chief Executive Officer)           +44 (0) 20 7236 1177 
Beaumont Cornish - Financial & Nominated Adviser  www.beaumontcornish.com 
 Roland Cornish                                    +44 (0) 020 7628 3396 
 James Biddle 
SVS Securities Plc -- Joint Broker                www.svssecurities.com 
 Tom Curran                                        +44 (0) 20 3700 0100 
 Ben Tadd 
SP Angel Corporate Finance LLP -- Joint Broker    www.spangel.co.uk 
 Ewan Leggat                                       +44 (0) 20 3470 0470 
 Caroline Rowe 
St Brides Partners Ltd                            www.stbridespartners.co.uk 
 Catherine Leftley                                 +44 (0) 20 7236 1177 
 Juliet Earl 
 
 
   Notes 
 
   Vast Resources plc, is an AIM listed mining company with mines in 
Romania and Zimbabwe focused on the rapid advancement of high quality 
brownfield projects by recommencing production at previously producing 
mines in Romania and finalising its Chiadzwa Community Development Trust 
joint venture on the Heritage Concession (Block T1A of the Marange 
Diamond Fields) in Zimbabwe. 
 
   The Company's portfolio includes an 80% interest in the Baita Plai 
Polymetallic Mine in Romania, where work is currently underway towards 
developing and recommissioning the mine on completion of funding. 
 
   Vast Resources owns the Manaila Polymetallic Mine in Romania, which was 
commissioned in 2015, currently on care and maintenance, and is focused 
on its expansion through the development of a second open pit operation 
and new metallurgical complex at the Carlibaba Extension Area. 
 
   Appendix 
 
   LETTER FROM THE CHAIRMAN OF THE COMPANY 
 
   Increase in authorities to issue warrants as security for outstanding 
Mercuria Tranche A finance (or any replacement thereof) - cancellable on 
repayment of such finance 
 
   and 
 
   Notice of General Meeting 2.30pm on 24 May 2019 
 
   Background 
 
   It was announced on 29 April 2019 that in accordance with the Warrant 
Instrument that had been issued as part of the security to Mercuria 
Energy Trading S.A. ("Mercuria") under the prepayment agreement entered 
into on the 21 of March 2018 with, amongst others, the Company (the 
"Prepayment Agreement"), the Company would shortly be calling a General 
Meeting in order to obtain authority for the Directors to increase the 
number of warrants to be issued to Mercuria as security for the 
outstanding instalment amounts now falling due to it by the Company. 
 
   Under the Warrant Instrument, and as announced on 30 January 2018, and 
as confirmed by the Resolutions passed at the General Meeting of 14 
February 2018, 565 million warrants were issued to Mercuria as security 
for any amount (including principal and interest) due by the Company and 
or any other party to the Prepayment Agreement in relation to Tranche A 
granted by Mercuria under the Prepayment Agreement (the "Outstanding 
Amount").  The exercise price of the warrants is equal to the three 
month volume weighted average price of the Ordinary Shares of the 
Company for the period ended ten business days prior to the exercise of 
the warrants.  In view of the fall in the Company's share price the 565 
million warrants no longer cover the Outstanding Amount, and the Company, 
in order to make up the shortfall, and in accordance with the 
requirements of the Warrant Instrument, is now seeking authority to 
issue a further 1,750 million warrants under the terms of the Warrant 
Instrument.  At the same time the Company is seeking authority that, 
subject to Mercuria being repaid and the warrants issued to Mercuria 
being released, the Directors may issue warrants as security to obtain 
financing from other sources where such finance replaces that of 
Mercuria, provided that the principal terms of any warrants so issued 
are substantially similar to those issued to Mercuria. 
 
   It must be emphasised that the number of warrants that could be 
exercised under the Warrant Instrument pursuant to the occurrence of an 
Event of Default as such term is defined in the Prepayment Agreement or 
related agreements with Mercuria (together referred to as a "Warrant 
Instrument Event of Default") is limited to the cash value of the 
Outstanding Amount calculated by reference to the three month volume 
weighted average price of the Ordinary Shares 10 business days prior to 
the date of exercise. 
 
   These warrants can only be exercised in the event of a Warrant 
Instrument Event of Default. They cannot be exercised in any other 
circumstances. 
 
   Notwithstanding the requirement to issue further warrants to Mercuria, 
the Company is working closely with both Mercuria and the Swiss bank who, 
as announced on 29 April 2019, have issued to the Company a draft term 
sheet containing the material indicative terms for new finance.  Should 
the term sheet be consummated on its current terms the Company's 
obligation to Mercuria would be repaid in full out of the new finance 
obtained, and Mercuria have indicated its interest to continue the 
existing Offtake contract for Manaila and pre agreed Offtake contract 
for Baita Plai subject to certain conditions. 
 
   The Resolutions 
 
   Resolution 1, if passed, will give authority to the Directors to issue 
up to 1,750 million Ordinary Shares in connection with the Warrant 
Instrument issued to Mercuria dated 13 March 2018, and Resolution 2, if 
passed, will give authority to the Directors to disapply pre-emption 
rights in respect of the 1,750 million Ordinary Shares. 
 
   Resolution 3, if passed, will give authority to the Directors to issue 
up to 2,315 million Ordinary Shares in connection with a warrant 
instrument to be issued to a financier who provides sufficient finance 
to the Company to repay Mercuria in full, provided that the principal 
terms of any such warrant instrument are substantially similar to the 
Warrant Instrument issued to Mercuria and that the warrants issued to 
Mercuria have been cancelled, and Resolution 4, if passed, will give 
authority to the Directors to disapply pre-emption rights in respect of 
the 2,315 million Ordinary Shares. 
 
   None of these Ordinary Shares will be issued other than in the event of 
a Warrant Instrument Event of Default or of a default under any 
replacement finance agreement. 
 
   General Meeting and Action to be taken by Shareholders 
 
   Attached to this letter is a Notice convening the General Meeting to be 
held at the Company's registered office, 60 Gracechurch Street, London 
EC3V 0HR at 2.30pm on Friday 24 May 2019 to consider the Resolutions. 
 
   Shareholders have been sent a Form of Proxy for use at the General 
Meeting.  Whether or not Shareholders intend to be present at the 
General Meeting, they are requested to complete and return the Form of 
Proxy in accordance with the instructions printed thereon. To be valid, 
completed Forms of Proxy must be received by the Registrar as soon as 
possible and in any event not later than 2.30pm on 22 May 2019, being 48 
hours before the time appointed for holding the General Meeting. 
Completion of a Form of Proxy will not preclude Shareholders from 
attending the meeting and voting in person if they so choose. 
 
   Recommendation 
 
   The Directors unanimously recommend Shareholders vote in favour of the 
Resolutions to be proposed at the General Meeting as they intend to do 
so in respect of their own beneficial holdings amounting in aggregate to 
118,749,468 Ordinary Shares representing approximately 1.49% of the 
Company's existing Ordinary Shares. 
 
   Brian Moritz 
 
   Chairman 
 
   8 May 2019 
 
 
 
 

(END) Dow Jones Newswires

May 09, 2019 03:21 ET (07:21 GMT)

Copyright (c) 2019 Dow Jones & Company, Inc.

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