Ascent Resources PLC New Funding (0195H)
December 01 2020 - 1:00AM
UK Regulatory
TIDMAST
RNS Number : 0195H
Ascent Resources PLC
01 December 2020
1 December 2020
Ascent Resources plc
("Ascent" or the "Company")
New Funding
Ascent Resources Plc (LON: AST) the onshore Caribbean, Hispanic
American and European focussed energy and natural resources
company, is pleased to announce it has secured a new GBP500,000
loan facility.
New Funding
As announced on 29 October 2020, following a restructuring of
the Company's balance sheet and historic obligations, the Company
has a current debt balance of GBP270,020 , which is due for
maturity in February 2022.
The Company continues to make progress with its Cuban interests,
Slovenian asset and claims under the Energy Charter Treaty and UK
Slovenia Bilateral Investment Treaty as well as execution of its
Special Situations Strategy. To facilitate further progress whilst
minimising equity dilution, the Company has signed a loan agreement
arranged and managed by Align Research Limited ("Align") to
provide, in aggregate, GBP500,000 through an unsecured loan
facility ("Loan Facility" or "Loan") provided equally by Align and
RiverFort Global Opportunities PCC Ltd ("Lenders"). The Loan
Facility, which is aimed at minimising dilution to shareholders at
current prices, provides for the loan to be drawn down in four
tranches of GBP125,000 each on the first business day of January,
February, March and April 2021 respectively. The Loan plus a fixed
coupon of 8% is repayable in full, at the election of the Lenders,
either in cash or in shares at 7.5 pence per share (41.5% premium
to the closing bid price on 30 November), on 31 December 2021 (the
"Repayment Date"). The only exception to this will be where the
Lenders request part or all of the Loan and any coupon to be
utilised as consideration in paying for the warrants.
Issue of 7.5p Warrants
As part of the Loan Facility, the Company will issue a total of
6,666,666 warrants to the Lenders (the "Warrants"). The Warrants
are exercisable by paying a cash price of 7.5 pence per warrant
share (a 41.5% premium to the closing bid price on 30 November) ,
or at the future placing price of any subsequent fundraise during
the first 12 months of the Warrants being issued, if lower than 7.5
pence. The Warrants expire three years from the signing of the Loan
agreement. In the event the Company announces that it has reached
an amicable settlement agreement with the Republic of Slovenia
relating to its ECT claim on or before the 31 January 2021 then any
undrawn balance of the loan shall be cancelled and on a pro rata
basis up to half of any Warrants outstanding may be cancellable by
the Company.
Drawdown of Final GBP100,000 Existing Loan Facility and Exercise
of Existing Warrants
Additionally, the Company has drawn down the final tranche of
GBP100,000 under the previous loan facility and Align has
simultaneously exercised the attached warrants ("Exercised
Warrants") which were previously announced on the 6 August 2020.
Align is therefore being issued with 4,000,000 Exercised Warrants
shares and 320,000 Loan Coupon shares and has voluntarily agreed to
a 3 months lock in on these new shares.
Issue of Equity & TVR
The Company has also agreed to issue 480,000 ordinary shares at
7.5 pence per share ("Supplier Shares") in respect of GBP36,000
invoice retaining Align for a twelve months research services.
These shares are subject to a lock in period of 3 months.
The issue of the Supplier Shares, the Exercised Warrants shares
and the Loan Coupon shares are being carried out within the
Company's existing share authority to issue ordinary shares for
cash. Application will be made to the London Stock Exchange for the
Supplier Shares, the Exercised Warrants shares and the Loan Coupon
shares to be admitted to trading on AIM and it is expected that the
Supplier Shares, the Exercised Warrants shares and the Loan Coupon
shares will be admitted to trading on AIM at 8.00 a.m. on or around
7 December 2020.
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the Company
confirms that, following the issue of the Supplier Shares,
Exercised Warrants shares, Loan Coupon shares and shares issued
during the month under the Company's existing block admission, its
issued ordinary share capital will comprise of 95,283,281 ordinary
shares. All of the ordinary shares have equal voting rights and
none of the ordinary shares are held in Treasury. The total number
of voting rights in the Company will therefore be 95,283,281. The
above figure may be used by shareholders as the denominator for the
calculations to determine if they are required to notify their
interests in, or change to their interest in, the Company.
Andrew Dennan, the Company's Chief Executive Officer,
commented:
"We are pleased to have secured this flexible funding solution
as we continue to progress our discussions in Slovenia alongside
our growth initiatives across Cuba and multiple broader Special
Situations. This is an important time for Ascent and this funding
will help facilitate those key workstreams as we look to progress
activities right across the portfolio."
Enquiries:
Ascent Resources plc Via Vigo Communications
Andrew Dennan
WH Ireland, Nominated Adviser & Broker
James Joyce / Chris Savidge 0207 220 1666
Novum Securities, Joint Broker
John Belliss 0207 399 9400
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