TIDMCAS
RNS Number : 3379O
Crusader Resources
29 January 2019
For immediate release
29 January 2019
Crusader Resources Limited
("Company" or "Crusader")
Crusader Funding Update
Crusader Resources Limited (ASX: CAS, AIM: CAS) ("Company") is
pleased to announce the following updates in relation to the
Company's funding position.
As previously announced on 23 January 2019, Crusader requires
immediate funding for short term general working capital needs and
in particular, there was a need to raise additional funding before
the end of January for the Group to continue as a going
concern.
Crusader is pleased to announce that our major shareholder,
Stephen Copulos ("Copulous Group") , has entered into binding
agreements to subscribe for an additional A$1 million worth of
convertible notes, to assist with the Company's immediate funding
requirements ("Additional Convertible Notes").
The Additional Convertible Notes have been subscribed for as
part of the larger investment round announced on 5 November 2018
and 27 December 2018. The Additional Convertible Notes are on the
same terms and conditions as the previously issued convertible
notes, as set out further below. A total of A$2.4 million has now
been raised by the convertible note raising, with A$1.5 million of
this amount having been subscribed for by the Copulos Group.
In accordance with the terms and conditions of the convertible
notes issued to the convertible noteholders not associated with the
Copulos Group, the Company intends to hold a general meeting on or
around 28 February 2019 to approve the conversion of the
convertible notes, and the issue of the interest shares, to those
parties.
Stephen Copulos is a related party of the Company 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 Additional Convertible Notes is a related party transaction
under the AIM 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.
The issue of shares to the Copulos Group entities on conversion
of the notes and payment of interest, will require shareholder
approval for the purposes of item 7 of section 611 of the
Corporations Act 2001 (Cth). The grant of security pursuant to the
convertible note agreements to the companies related to Stephen
Copulos is subject to the receipt of prior shareholder approval in
accordance with ASX Listing Rule 10.1. In due course, Company will
issue a separate notice of meeting, including an independent
expert's report, to seek the necessary shareholder approvals.
In addition to the Additional Convertible Notes, the Company has
received firm commitments for a placement of 22.5 million shares
("Placement Shares") at an issue price of A$0.01 each, to raise
A$225,000. The subscribers for the Placement Shares are existing
investors in the Company who are not associates of the Copulos
Group.
Settlement of the subscription and issue of the Additional
Convertible Notes and Placement Shares is expected to occur
shortly, the proceeds from which will be used for general working
capital. The Placement Shares will rank pari passu with the
Company's existing ordinary shares. 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 and application will be made for the Placement Shares to
be admitted to trading on AIM in due course and a further
announcement will be made in this respect.
As previously announced, the Company intends to undertake a pro
rata offer to its shareholders following the completion of the
issue of the Additional Convertible Notes and the Placement Shares
("Entitlement Offer"). The Company currently anticipates raising
between A$3-5 million under the Entitlement Offer. The Company and
the Copulos Group are in advanced discussions regarding a potential
partial underwriting of A$3 million of the Entitlement Offer by the
Copulos Group. The Company is grateful for the ongoing support of
its major shareholder. Any such underwriting will be subject to the
execution of binding documents and the receipt of prior shareholder
approval and satisfaction of any agreed conditions to the
underwriting.
The Company will release further information regarding the
Copulos Group proposal and the Company's funding position in due
course.
Marcus Engelbrecht, Managing Director of Crusader said:
"Funding for junior exploration companies in the current market
is extremely challenging. The willingness of the Copulos Group to
provide funding for Crusader during this time is testament to the
underlying value they have recognised in the Company's assets, and
in particular Borborema."
Convertible Notes terms
The Convertible Notes have a principal amount of A$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 A$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 A$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.
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
/ Monique Perks
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.
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
UPDCKFDDNBKBNDB
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January 29, 2019 02:02 ET (07:02 GMT)
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