TIDMCAS
RNS Number : 0344K
Crusader Resources
11 December 2018
For immediate release
11 December 2018
Crusader Resources Limited
("Company" or "Crusader")
Appointment of Nominated Adviser
Corporate update
Crusader Resources Limited (ASX:CAS, AIM:CAS) is pleased to
announce the appointment of Beaumont Cornish as Nominated Adviser
to the Company with immediate effect, together with the following
corporate update.
Background
On 1 October 2018, the Company announced that trading of its
securities on AIM and the ASX had been suspended pending
clarification of the Company's financial position, to enable it to
consider various proposed capital raising initiatives to provide
working capital and continue with the development of its two gold
projects in Brazil. The Company's working capital position had been
adversely affected by, inter alia, additional costs and fees
incurred in relation to the Admission to AIM earlier in the year,
the non-payment by the purchaser of the Posse iron ore mine
("Posse") of the deferred consideration payments, a lower than
anticipated reduction in corporate and operational overheads and
additional third-party consultants' fees.
As subsequently announced on 28 November 2018, the position with
Posse has been resolved and the Company received its second
instalment payment of approximately US$0.05m from the purchaser who
is required to make monthly payments of between approximately
US$0.05m US$0.06m between now and March 2019 and then eight further
monthly payments of approximately US$0.27m from April 2019 until
November 2019. In addition, the environmental claim by the Public
Ministry of Brazil has been settled.
Update on funding
Since 1 October, the Directors have been in discussions with a
number of providers of both debt and equity funding and on 5
November 2018 announced the issue of secured convertible notes to
raise AUD$1.0 million before costs ("Convertible Notes").
The Board still intends that the subscription and issue of the
Convertible Notes (for which AUD$0.9 million has now been
subscribed) will be followed by a pro rata entitlement issue to
eligible shareholders ("Entitlement Issue"). Pinnacle Corporate
Finance Pty Ltd is the lead manager to the Convertible Notes issue
and Entitlement Issue. The quantum and pricing for the Entitlement
Issue is still being finalised and a further announcement will be
made in due course. The Board currently intends to publish shortly
the prospectus for the Entitlement Issue, together with a Notice of
General Meeting.
The Company currently requires further immediate funding for
short term general working capital needs and the Board intends to
issue further Convertible Notes to provide funding for the Group
pending completion of the Entitlement Issue. The principal terms of
the Convertible Notes issued and to be issued are set out
below.
The Convertible Notes have a principal amount of $100,000 each,
carry an interest rate of 8% per annum payable in new fully paid
ordinary shares ("Shares") at the 30-day volume weighted average
price of Crusader Shares (subject to a floor price equal to the
lower of $0.01 or the Entitlement Issue price) and mature one year
from the date of issue, unless converted. The Convertible Notes
will be convertible into Shares in Crusader at a conversion price
of the lower of $0.01 or the Entitlement Issue price at any time up
to 10 business days prior to the maturity date, at the election of
the note holder. The issue of Shares on conversion of the
Convertible Notes and payment of interest is subject to the receipt
of prior Crusader shareholder approval (at a General Meeting to be
convened in due course). In the event that shareholder approval is
not received, or certain other events occur, the principal amount
of the loans and accrued interest will become immediately repayable
to the investors in cash.
Update on suspension from trading
The Company's shares will continue to be suspended from trading
on both AIM and ASX pending clarification of its financial
position.
Board role change
The Board also is pleased to announce that John Evans (an
existing director of the Company) has agreed with immediate effect
to become Finance Director with Board oversight and responsibility
for finance. Andrew Beigel will continue as non-Board Chief
Financial Officer. John Evans is a Fellow of Chartered Accountants
Australia & New Zealand, is a member of CPA Australia and is
currently chairman of the Audit Committee.
Convertible Note subscription by Stephen Copulos
Pursuant to the Convertible Note issue, on 15 November 2018,
Eyeon Investments Pty Limited, Spacetime Pty Limited and Copulos
Superannuation Pty Limited (all being companies controlled by
Stephen Copulos) each subscribed for AUD$100,000 (in aggregate
AUD$300,000) in Convertible Notes on the terms set out above. At
the base conversion price of AUD$0.01 per share, the conversion of
these Convertible Notes would result in the issue of 30 million new
shares (representing approximately 6 per cent. of the current
issued share capital of the Company. Stephen Copulos is a related
party under the AIM Rules as he is both a former director within
the last 12 months and a substantial shareholder and the issue of
conversion rights to the Convertible Notes (which is subject to
independent shareholder approval in due course) is a related party
transaction under the AIM Rules (as well as the ASX Rules).
The Directors of the Company consider, having consulted with the
Company's Nominated Adviser, that the terms of the transaction, and
in particular the proposed issue of conversion rights, are fair and
reasonable insofar as its shareholders are concerned. In forming
this view the Directors have taken into account the current
financial position of the Company, the subscription by independent
parties for the Convertible Notes and that the issue of conversion
rights and grant of security to the entities associated with
Stephen Copulos is subject to the approval of independent
shareholders and the issue of a fair and reasonable third-party
report in accordance with the rules of ASIC and ASX.
Total Voting Rights
The Company confirms that the total number of Ordinary Shares in
issue with voting rights is 502,150,521. This figure may be used by
shareholders in the Company as the denominator for the calculation
by which they will determine if they are required to notify their
interest in, or a change of interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). The person who arranged for the release of this
announcement on behalf of the Company was Marcus Engelbrecht,
Managing Director.
Website
A copy of this announcement is available from the Company's
website at www.crusaderresources.com
Enquiries:
Crusader Resources Limited
Mr. Andrew Beigel Office (Australia): +61 8 9320
CFO / Company Secretary 7500
Email: andrew@crusaderresources.com
Beaumont Cornish (Nomad) Tel: +44 (0) 20 7628 3396
Roland Cornish / Michael Cornish Email: corpfin@b-cornish.co.uk
Camarco (Financial PR) Tel +44(0)20 3757 4997 / +44(0)20
Gordon Poole / Nick Hennis 3781 8330
/ Thayson Pinedo
H&P Advisory (Joint Broker) Tel: +44 (0) 20 7907 8500
Neil Passmore / Andrew Chubb
/ Ernie Bell
Pinnacle Corporate Finance Tel: +61 8 6141 6306
(Corporate Adviser)
Andrew Frazer
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information included in this release constitutes forward-looking
statements. Often, but not always, forward looking statements can
generally be identified by the use of forward looking words such as
"may", "will", "expect", "intend", "plan", "estimate",
"anticipate", "continue", and "guidance", or other similar words
and may include, without limitation, statements regarding plans,
strategies and objectives of management, anticipated production or
construction commencement dates and expected costs or production
outputs.
Forward looking statements inherently involve known and unknown
risks, uncertainties and other factors that may cause the company's
actual results, performance and achievements to differ materially
from any future results, performance or achievements. Relevant
factors may include, but are not limited to, changes in commodity
prices, foreign exchange fluctuations and general economic
conditions, increased costs and demand for production inputs, the
speculative nature of exploration and project development,
including the risks of obtaining necessary licences and permits and
diminishing quantities or grades of reserves, political and social
risks, changes to the regulatory framework within which the company
operates or may in the future operate, environmental conditions
including extreme weather conditions, recruitment and retention of
personnel, industrial relations issues and litigation.
Forward looking statements are based on the company and its
management's good faith assumptions relating to the financial,
market, regulatory and other relevant environments that will exist
and affect the company's business and operations in the future. The
company does not give any assurance that the assumptions on which
forward looking statements are based will prove to be correct, or
that the company's business or operations will not be affected in
any material manner by these or other factors not foreseen or
foreseeable by the company or management or beyond the company's
control.
Although the company attempts and has attempted to identify
factors that would cause actual actions, events or results to
differ materially from those disclosed in forward looking
statements, there may be other factors that could cause actual
results, performance, achievements or events not to be as
anticipated, estimated or intended, and many events are beyond the
reasonable control of the company. Accordingly, readers are
cautioned not to place undue reliance on forward looking
statements. Forward looking statements in these materials speak
only at the date of issue. Subject to any continuing obligations
under applicable law or any relevant stock exchange listing rules,
in providing this information the company does not undertake any
obligation to publicly update or revise any of the forward looking
statements or to advise of any change in events, conditions or
circumstances on which any such statement is based.
About Crusader
Crusader Resources Limited (ASX:CAS, AIM:CAS) is a minerals
exploration and development company listed on the Australian
Securities Exchange and the AIM Market of the London Stock
Exchange. Its major focus is Brazil; a country Crusader believes is
vastly underexplored and which offers high potential for the
discovery of world class mineral deposits.
Crusader has two key gold assets:
Borborema Gold Project
The Borborema Gold Project is in the Serido area of the
Borborema province in north-eastern Brazil. It is 100% owned by
Crusader and consists of three mining leases covering a total area
of 29 km(2) including freehold title over the main prospect
area.
The Borborema Gold Project benefits from a favourable taxation
regime, existing on-site facilities and excellent infrastructure
such as buildings, grid power, water, sealed roads and is close to
major cities and regional centres. The project's Ore Reserve
includes Proven and Probable Ore Reserves of 1.61Moz of mineable
gold from 42.4Mt @ 1.18g/t (0.4 & 0.5g/t cut-offs for oxide
& fresh). The measured, indicated and inferred Mineral Resource
Estimate of 2.43Moz @ 1.10g/t gold, remains open in all
directions.
Juruena Gold Project
The Juruena Gold Project is located in the highly prospective
Juruena-Alta Floresta Gold Belt, which stretches east-west for
>400km and has historically produced more than 7Moz of gold from
40 known gold deposits. Historically there is a database of more
than 30,000 meters of drilling and extensive geological data.
ENDS
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 rns@lseg.com or visit www.rns.com.
END
UPDURRWRWUAUAAA
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