TIDMRLD
RNS Number : 4813A
Richland Resources Ltd
29 September 2020
29 September 2020
Richland Resources Ltd
("Richland" or the "Company")
Interim Results for the half-year ended 30 June 2020
(unaudited)
Richland (AIM: RLD) is pleased to announce its unaudited interim
results for the six month period to 30 June 2020.
Richland became an AIM Rule 15 Cash Shell on 31 December 2019
and the Company's common shares were suspended from trading on AIM
on 1 July 2020 pursuant to AIM Rule 40 pending the completion of a
reverse takeover under AIM Rule 14 (including seeking re-admission
under the AIM Rules for Companies). As announced on 27 July 2020,
the Company has entered into a conditional share purchase agreement
to acquire a 51% interest in four gold exploration projects in
North and South Carolina in the United States.
Highlights :
Results :
-- Loss of US$0.21 million for the six month period ended 30
June 2020 (H1 2019: US$0.39 million)
-- As at 30 June 2020:
o US$0.1 million of cash and cash equivalents
o US$0.51 million of total assets
Fundraisings :
-- On 13 January 2020, the Company announced that it had raised
approximately GBP150,000 (before expenses) through the issue of, in
aggregate, 150,000,000 new common shares of US$0.0003 each in the
capital of the Company (" Common Shares ") at a price of 0.10 pence
per share
-- On 12 March 2020, the Company announced that it had raised
approximately a further GBP100,000 (before expenses) through a
placing of 83,333,333 Common Shares at a price of 0.12 pence per
share
Post Period End :
-- On 1 July 2020, the Company announced that it was in
late-stage discussions with respect to a potential reverse takeover
transaction involving the acquisition of majority interests in, and
operatorship of, four gold exploration projects in North and South
Carolina in the United States located within the wider Carolina
Super Terrane (formerly, the 'Carolina Slate Belt') and the
suspension of trading in the Company's Common Shares on AIM pending
the completion of such acquisition or an alternative acquisition(s)
which constitutes a reverse takeover under Rule 14 of the AIM Rules
for Companies ("AIM Rule 14") or seeking re-admission as an
investing company pursuant to AIM Rule 8
-- On 27 July 2020, the Company announced, that it had entered
into a binding share purchase agreement (" SPA ") with the existing
shareholders of Global Asset Resources Ltd (" GAR ") for the
conditional acquisition of GAR, which, via its wholly owned
subsidiary, Global Asset Resources Holdings, Inc., holds a 51 per
cent. interest in and operatorship of four gold exploration
projects in North and South Carolina in the United States (the "
Proposed Transaction ") and that the Proposed Transaction
constituted a reverse takeover transaction pursuant to AIM Rule
14
-- The Board intends to fund the initial cash consideration in
respect of the Proposed Transaction and the enlarged group's
planned initial two year work programme and requisite working
capital requirements via the issue of new equity by way of a
proposed private placing to be conducted in the short term in
connection with the Proposed Transaction (the "Proposed
Placing")
-- Director, Former Directors and Management's fee deferrals and
proposed fee conversions : Mr Nealon, the former-directors, Mr
Brooke and Mr Sibley, and certain other members of senior
management have agreed to: i) defer payment of certain fees due to
them as at 30 June 2020 of US$182,000 until the earlier of
completion of the Proposed Placing and 30 November 2020; and ii) to
convert US$106,000 of the accrued fees due to them as at 30 June
2020 into new common shares in the capital of Company (subject to
the Company being in an open period) (the "Proposed Fee
Conversions"). Accordingly, all outstanding fees due to the
Company's current Directors, former Directors and senior management
up to 30 June 2020 are expected to be settled in full in due
course.
-- US$100,000 Working Capital Facility : Mr Nealon, the Chairman
of the Company, has agreed to provide the Company with a three
month short-term, unsecured and interest free working capital
facility of US$100,000 via his company, Almaretta Pty Limited (the
"Working Capital Facility") from today's date. Whilst there is no
commitment so to do, it is currently likely that drawdowns of the
Working Capital Facility will be repaid via the issue of new common
shares in the capital of the Company (subject to the Company being
in an open period). Mr Nealon's provision of the Working Capital
Facility constitutes a related party transaction pursuant to Rule
13 of the AIM Rules for Companies. Accordingly, the independent
directors, being Ms Melissa Sturges and Mr Bernard Olivier, having
consulted with the Company's Nominated Adviser, Strand Hanson
Limited, consider the terms of Mr Nealon's provision of the Working
Capital Facility to be fair and reasonable insofar as the Company's
shareholders are concerned.
For further information, please contact :
Bernard Olivier Edward Nealon Mike Allardice
Chief Executive Officer Chairman Group Company Secretary
+27 76 254 2506 +61 409 969 955 +852 91 864 854
Nominated Adviser Broker
Strand Hanson Limited P eterhouse Capital
James Harris Limited
Matthew Chandler D uncan Vasey / Lucy
James Bellman Williams (Broking)
+44 (0) 20 7409 3494 E ran Zucker (Corporate
Finance)
+44 (0) 20 7 46 9 0930
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014.
Note to Editors :
Further information is available on the Company's website at:
www.richlandresourcesltd.com . Neither the contents of the
Company's website nor the contents of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
CHAIRMAN'S STATEMENT
Dear Fellow Shareholder
On behalf of the Board, I am pleased to present the Group's
unaudited results for the six months to 30 June 2020.
On 2 January 2020 , the Company announced the completion on 31
December 2019 ( the "Completion Date") of the sale of its wholly
owned subsidiary Richland Corporate Ltd, the holder of the
Capricorn Sapphire Project (and the Company's loans to Richland
Corporate Ltd) to Fura Gems Inc. and that pursuant to the
successful completion of such disposal, the Company had become an
AIM Rule 15 cash shell. As such, the Company was required to make
an acquisition, or acquisitions, which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission under
the AIM Rules for Companies) within six months from the Completion
Date or alternatively seek to become an investing company pursuant
to AIM Rule 8, which would require, inter alia, the raising of at
least GBP6 million and publication of an admission document (either
being a "Re-admission Transaction"), The Company's common shares
were suspended from trading on AIM on 1 July 2020 pursuant to AIM
Rule 40 pending the completion of a reverse takeover under AIM Rule
14 (including seeking re-admission under the AIM Rules for
Companies) . If a Re-admission Transaction is not completed by 31
December 2020 admission to trading on AIM of the Company's common
shares would be cancelled.
Identification of a suitable reverse takeover transaction : The
Company's focus during the reporting period was therefore on
identifying a suitable takeover transaction in the mining sector.
Post the period end, on 27 July 2020, the Company announced that it
had entered into the aforementioned SPA in relation to the Proposed
Transaction with the existing shareholders of GAR in respect of the
conditional acquisition of GAR, which, via its wholly owned
subsidiary, Global Asset Resources Holdings, Inc., holds a 51 per
cent. interest in and operatorship of four gold exploration
projects in North and South Carolina in the United States. The
Company will also have the right to earn up to a 80 per cent.
interest in the projects through project related expenditure.
Fundraisings during the period : To provide the Company with
working capital to satisfy certain of the due diligence costs
arising in respect of the identification, evaluation and pursuit of
a reverse takeover transaction and to fund ongoing corporate costs
and working capital requirements, the Company, on 13 January 2020,
raised approximately GBP150,000 (before expenses) and, on 12 March
2020, raised approximately a further GBP100,000 (before expenses)
through equity fundraisings via the Company's broker.
Details of the Proposed Transaction : The requisite due
diligence exercise in relation to the Proposed Transaction was
progressed by the Company and its professional advisers during the
period. Although only announced recently, post the period end, as
completion of the Proposed Transaction is key to the Company's
future, I have summarised below its key elements, with the full
details being available in the Company's announcement of 27 July
2020.
Key terms of the Proposed Transaction :
Proposed acquisition of GAR, which via its wholly owned US
subsidiary, holds a 51% interest in four gold exploration projects
in North and South Carolina, being :
o the Jones-Keystone Loflin Project;
o the Carolina Belle Project;
o the Jennings-Pioneer Project; and
o the Argo Project,
(together, the " GAR Projects ").
The balancing 49% interest in the GAR Projects is held by GAR's
joint venture partner, Uwharrie Resources Inc. (" URI ").
Initial Consideration : an aggregate payment on completion to
the sellers and URI of AU$60,000 (approximately US$42,500;
GBP33,250) in cash and AU$1.04m (approximately US$737,500;
GBP576,750) in new Common Shares to be issued at the price of the
associated placing (which remains to be determined). In addition,
Richland was required to make a non-refundable cash payment to GAR
of US$29,340 on 31 July 2020 and a further non-refundable payment
of US$22,818 on 30 September 2020.
Deferred Consideration : potential further future payments to be
made to the sellers and URI, in cash or new Common Shares at
Richland's sole discretion, of, in aggregate, AU$1.5m (the "
Tranche 1 Deferred Consideration ") and AU$3m (the " Tranche 2
Deferred Consideration "), subject to the achievement of certain
material, value-generative performance milestones, or the
occurrence of certain vesting events within five years of
completion of the Proposed Transaction. Subject to an earlier
occurrence of a vesting event (as set out and defined in the
Company's announcement of 27 July 2020), the Tranche 1 Deferred
Consideration will fall due upon confirmation of a prescribed
minimum estimated level of JORC 2012 Compliant Resources for any of
the GAR Projects whilst the Tranche 2 Deferred Consideration will
fall due on completion of a pre-feasibility study confirming a
pre-tax NPV of more than US$50m in respect of any of the GAR
Projects (with the Tranche 1 Deferred Consideration also falling
due upon the achievement of such performance milestone if not
previously triggered/paid).
Accounting treatment of costs incurred in relation to the
Proposed Transaction : All costs incurred in the period to 30 June
2020 with respect to the Proposed Transaction and the Proposed
Placing have been capitalised on the Company's balance sheet under
"Prepayments". Were the Proposed Transaction and Proposed Placing
not to complete, for whatever reason, such prepaid costs would be
required to be charged to the Income Statement at that time.
Consequences of not completing the Proposed Transaction : In the
event that the Company does not successfully complete the Proposed
Transaction or an alternative Re-admission Transaction by 31
December 2020, trading in the Company's common shares on AIM would
be cancelled.
Director & Management Fee deferral and proposed fee
conversion : Myself, the former-directors, Mr. Brooke and Mr.
Sibley and certain other members of senior management have agreed
to i) defer payment of the fees due to them as at 30 June 2020 of
US$182,000 until the earlier of the Proposed Placing and 30
November 2020 and ii) to convert US$106,000 of the accrued fees due
to them as at 30 June 2020 into common shares in the Company
(subject to the Company being in an open period).
$100,000 Working Capital Facility: Almaretta Pty Limited a
company controlled by my family has agreed to provide the Company
with a three month short-term,unsecured and interest free working
capital facility of US$100,000. Whilst there is no commitment so to
do, it is currently likely that drawdowns of the Working Capital
Facility will be repaid via the issue of new common shares in the
capital of the Company (subject to the Company being in an open
period).
The post balance sheet proposed conversion of fees by the
Directors and certain other members of the senior management team
and my Company's provision of the $100,000 Working Capital Facility
serve, I trust, to demonstrate our continued commitment to the
Company and focus on completing the Proposed Transaction and
Proposed Placing as soon as practicable.
Outlook : The Company is currently focused on completing the due
diligence exercise, and various technical, legal and accounting
workstreams in respect of the Proposed Transaction which will
culminate in the publication of an Admission Document and formal
notice of a shareholder meeting to, inter alia, approve the
Proposed Transaction. Concurrently, the Company is undertaking the
proposed placing announced on 27 July 2020 to fund the initial cash
consideration and the enlarged group's planned initial two year
work programme with Peterhouse Capital Limited, the Company's
Broker, acting as bookrunner. The Board currently anticipates that
it will be in a position to publish the Admission Document and a
formal notice of Annual General Meeting, in the coming weeks.
Lastly, but not least, on behalf of the Board I wish once again
to express our appreciation for the support and patience of the
Company's various stakeholders during this period of
transition.
Mr Edward Nealon
Non-Executive Chairman
29 September 2020
Interim Financial Statements
Richland Resources Ltd
Condensed Consolidated Statement of Profit and Loss
For the Half Year ended 30 June 2020
(Unaudited)
Unaudited Unaudited
Notes Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
----------- -----------
CONTINUING OPERATIONS
Operating (expenses)/income 3 (212) 93
----------- -----------
Operating (loss)/income (212) 93
Finance cost 4 - (310)
----------- -----------
Loss before income tax (212) (217)
Income tax credit/(charge) - -
----------- -----------
Loss after income tax from continuing
operations (212) (217)
DISCONTINUED OPERATIONS
Loss for the period from discontinued
operations - (177)
----------- -----------
Loss for the period (212) (394)
----------- -----------
(212) (394)
----------- -----------
- Continuing operations (212) (217)
- Discontinued operations - (177)
----------- -----------
Basic and diluted EPS from continuing
operations (cents per share) 5 (0.02) (0.04)
Basic and diluted EPS from discontinued
operations (cents per share) 5 - (0.03)
Basic and diluted EPS from all operations
(cents per share) 5 (0.02) (0.07)
The accompanying notes form part of these financial
statements.
Richland Resources Ltd
Condensed Consolidated Statement of Other Comprehensive
Income
For the Half Year ended 30 June 2020
(Unaudited)
Unaudited Unaudited
Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
----------- -----------
Other comprehensive income
Loss for the period (212) (394)
Items that may be reclassified to profit
or loss:
Foreign currency reserve movement - (2)
----------- -----------
Total comprehensive loss for the period (212) (396)
----------- -----------
(212) (396)
----------- -----------
- Continuing operations (212) (217)
- Discontinued operations - (179)
----------- -----------
The accompanying notes form part of these financial
statements.
Richland Resources Ltd
Consolidated Statement of Financial Position
As at 30 June 2020 (Unaudited)
Unaudited Audited
Notes 30
June 31 December
2020 2019
$'000 $'000
---------- ------------
Non-current assets
Prepayments 6 385 -
---------- ------------
Total non-current assets 385 -
---------- ------------
Current assets
Trade and other receivables 20 376
Cash and cash equivalents 101 12
---------- ------------
Total current assets 121 388
---------- ------------
Total assets 506 388
---------- ------------
Equity
Share capital 7 335 260
Share premium 8 55,047 54,782
Accumulated loss (55,229) (55,017)
---------- ------------
Total equity 153 25
---------- ------------
Current liabilities
Trade and other payables 353 363
---------- ------------
Total current liabilities 353 363
---------- ------------
Total liabilities 353 363
---------- ------------
Total equity and liabilities 506 388
---------- ------------
The accompanying notes form part of these financial
statements.
Richland Resources Ltd
Consolidated Statement of Changes in Equity
For the Half Year Ended 30 June 2020
(Unaudited)
Total Fees Foreign
Common A class issued to be Share currency Accumu-
share share share Share converted option translation lated Total
capital capital capital premium to equity reserve reserve loss equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Six months
ended 30 June
2020
(unaudited)
At start of
period 259 1 260 54,782 - - - (55,017) 25
Total
comprehensive
loss for the
period - - - - - - - (212) (212)
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Loss for the
period - - - - - - - (212) (212)
Foreign
exchange
gain on
translation - - - - - - - - -
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Issue of share
capital 75 - 75 277 - - - - 352
Share issue
cost - - - (12) - - - - (12)
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
At end of
period 334 1 335 55,047 - - - (55,229) 153
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Six months
ended 30 June
2019
(unaudited)
At start of
period 172 1 173 54,644 - 47 54 (54,816) 102
Total
comprehensive
loss for the
period - - - - - - (2) (394) (396)
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Loss for the
period - - - - - - - (394) (394)
Foreign
exchange
gain on
translation - - - - - - (2) - (2)
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
Fees to be
converted - - - - 86 - - - 86
Share options - - - - - 3 - - 3
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
At end of
period 172 1 173 54,644 86 50 52 (55,210) (205)
--------- --------- --------- --------- ----------- --------- ------------ --------- --------
The accompanying notes form part of these financial
statements.
Richland Resources Ltd
Consolidated Statement of Cash Flows
For the Half Year Ended 30 June 2020
(Unaudited)
Unaudited Unaudited
Notes Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
----------- -----------
Cash flows used in operating activities
Cash generated/(absorbed) by operations 9 155 (180)
Financing cost paid - (21)
----------- -----------
Net cash used in operating activities 155 (201)
----------- -----------
Cash flows used in investing activities
Prepayments 6 (385) -
----------- -----------
Net cash used in/by investing activities (385) -
----------- -----------
Cash flows from financing activities
Proceeds from issue of shares 330 -
Proceeds from convertible loans - 150
----------- -----------
Net cash generated from financing activities 330 150
----------- -----------
Net increase/(decrease) in cash and
cash equivalents 100 (51)
----------- -----------
Movement in cash and cash equivalents
Exchange losses (11) 1
At the beginning of the period 12 59
Increase/(decrease) 100 (51)
----------- -----------
At the end of the period 101 9
----------- -----------
Cash and cash equivalents - continuing
operations 101 1
Cash and cash equivalents included in
asset from Disposal Group classified
as held for sale - 8
----------- -----------
The accompanying notes form part of these financial
statements.
Richland Resources Ltd
Notes to the interim financial information
For the Half Year Ended 30 June 2020
(Unaudited)
1 Basis of preparation
The unaudited interim financial information set out above, which
incorporates the financial information of the Company and its
subsidiary undertakings (the "Group"), has been prepared using the
historical cost convention and in accordance with International
Financial Reporting Standards ("IFRS") and with those parts of the
Bermuda Companies Act, 1981 applicable to companies reporting under
IFRS.
These interim results for the six months ended 30 June 2020 are
unaudited and do not constitute statutory accounts as defined in
section 87A of the Bermuda Companies Act, 1981. The financial
statements for the year ended 31 December 2019 have been delivered
to the Registrar of Companies and the auditors' report on those
financial statements was unqualified and contained an emphasis of
matter pertaining to going concern.
Going concern basis of accounting
For the six months ended 30 June 2020, the Group recorded a loss
of US$212,000 and had net cash outflows from operating and
investment activities of US$230,000. The ability of the entity to
continue as a going concern is dependent on the group generating
positive operating cash flows and/or securing additional funding
through the raising of debt or equity. Management has successfully
raised money in the past, but there is no guarantee that adequate
funds will be available when needed going forwards.
These conditions indicate a material uncertainty that may cast a
significant doubt about the entity's ability to continue as a going
concern and, therefore, that it may be unable to realise its assets
and discharge its liabilities in the normal course of business.
The interim financial statements have been prepared on the basis
that the entity is a going concern, which contemplates the
continuity of normal business activity, realisation of assets and
settlement of liabilities in the normal course of business for the
following reasons:
-- The Group has entered into a binding SPA with the existing
shareholders of GAR for the conditional acquisition of GAR;
-- Management is optimistic that the Proposed Transaction and associated placing will complete;
-- During the period the Company through two separate
fundraisings raised, in aggregate, GBP250,000 (gross);
-- Directors and management have agreed to defer payment of
their accrued fees due to 30 June 2020 until the earlier of the
Proposed Placing and 30 November 2020;
-- Almaretta Pty Ltd (a company controlled by the family of Mr
Nealon) has agreed to provide a $100,000 working capital facility;
and
-- Management has successfully raised money in the past.
Should the entity not be able to continue as a going concern, it
may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that
differ from those stated in the financial statements. The interim
financial report does not include any adjustments relating to the
recoverability and classification of recorded asset amounts or
liabilities that might be necessary should the entity not continue
as a going concern.
2 Significant events
The World Health Organization declared coronavirus and COVID-19
a global health emergency on 30 January 2020 which is having a
markedly negative impact on global stock markets, currencies and
general business activity. The directors have considered the impact
of COVID-19 on the Group and do not believe that it has had a
material impact on carrying values and results during the reporting
period.
3 Operating (expenses)/income
Unaudited Unaudited
Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
----------- -----------
Auditors' remuneration - (13)
Directors' emoluments and fees (48) 89 (1)
Net foreign exchange (loss)/gain (11) 1
Office expenses (12) (14)
Professional and other services (127) 32 (1)
Share option expense - (2)
Shares issued at a discount (9) -
Other expenses (5) -
----------- -----------
Total operating (expenses)/income (212) 93
----------- -----------
(1) In order to preserve cash reserves within the Company, the
Directors and senior management personnel agreed to waive, in
aggregate, US$452,559 of accrued fees due to them for periods from
1 June 2018 up to and including 30 June 2019.
4 Finance costs
Unaudited Unaudited
Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
------------ -----------
Fair value adjustment on embedded derivative
element of convertible loan - (286)
Interest paid - (24)
----------- -----------
Total finance cost - (310)
----------- -----------
5 Basic and diluted loss per share
The calculation of basic and diluted loss per share for the six
months ended 30 June 2020 was based on the loss attributable to
common shareholders from continuing operations of US$212,000 (six
months ended 30 June 2019: US$217,000), discontinued operations
loss of US$Nil (six months ended 30 June 2019: US$177,000) and a
weighted average number of common shares outstanding of
1,085,153,256 (six months ended 30 June 2019: 568,353,850).
6 Prepayments
Unaudited Audited
30 June 31 December
2020 2019
$'000 $'000
---------- ------------
Prepayments relating to the Proposed 385 -
Transaction and Proposed Placing
385 -
---------- ------------
In the event that, for whatever reason, the Proposed Transaction
and Proposed Placing are not successfully completed the above
prepayments will be expensed.
7 Share capital
Unaudited Audited
30 June 31 December
2020 2019
$'000 $'000
---------- ------------
Common share capital
Authorised
2,500,000,000 common shares of US$0.0003
each 750 750
---------- ------------
Issued
1,108,172,891 (2019: 859,139,558) common
shares of US$0.0003 each 334 259
---------- ------------
Common share capital
Balance at the beginning of the period 259 172
Share placement 70 48
Fees converted 5 39
---------- ------------
Balance at the end of the period 334 259
---------- ------------
Each fully paid common share carries the right to one vote at a
meeting of the Company. Holders of common shares also have the
right to receive dividends and to participate in the proceeds from
sale of all surplus assets in proportion to the total shares issued
in the event of the Company winding up.
Unaudited Audited
31 December
30 June 2020 2019
Reconciliation of common shares in Number of Number of
issue shares shares
-------------- ------------
Shares in issue at beginning of the
period 859,139,558 568,353,850
233,333,333 158,730,159
Share placement (1) (3)
15,700,000 132,055,549
Fees converted (2) (4)
-------------- ------------
Shares in issue at end of the period 1,108,172,891 859,139,558
-------------- ------------
(1) As announced on 13 January 2020, the Company raised
approximately GBP150,000 (before expenses) through a placing of
105,000,000 new common shares of US$0.0003 each in the capital of
the Company ("Common Shares") (the "Placing Shares") (the
"Placing") with certain new investors at an issue price of 0.10
pence per Placing Share (the "Issue Price") and a subscription for
a further 45,000,000 new Common Shares (the "Subscription Shares")
by a new investor also at the Issue Price (the "Subscription") (the
Placing and Subscription together being the "Equity Fundraising").
The Issue Price represented a discount of approximately 5 per cent.
to the closing middle market price of a Common Share of 0.105 pence
on 9 January 2020.
As announced on 12 March 2020, the Company raised approximately
GBP100,000 (before expenses) through a placing of 83,333,333 new
common shares of US$0.0003 each in the capital of the Company
("Common Shares") (the "Placing Shares") (the "Placing") with an
existing major shareholder, Mark Greenwood, and certain new
investors at an issue price of 0.12 pence per Placing Share (the
"Issue Price") (the "Placing"). The Issue Price represented a
discount of approximately 17.2 per cent. to the closing middle
market price of a Common Share of 0.145 pence on 11 March 2020.
(2) As announced on 13 January 2020, the Placing was arranged via Peterhouse Capital Limited ("Peterhouse') as agent of the Company. Peterhouse were due 5 per cent. commission on the gross proceeds of the Placing and 1 per. cent. commission on the gross proceeds of the Subscription which it agreed to settle by the issue of 5,700,000 new Common Shares to Peterhouse (the "Commission Shares") at the Issue Price. Peterhouse also agreed that their initial six monthly retainer fee for 2020 be settled by the issue to them of a further 10,000,000 new Common Shares at the Issue Price (the "Broker Fee Shares").
(3) As announced on 4 July 2019, the Company raised
approximately GBP100,000 (before expenses) through a placing of
158,730,159 new common shares of US$0.0003 each in the capital of
the Company ("Common Shares") (the "Placing Shares") (the
"Placing") with certain new investors at an issue price of 0.063
pence per Placing Share (the "Placing Price"). The Placing Price
represented a discount of approximately 16 per cent. to the closing
middle market price of a Common Share of 0.075 pence on 3 July
2019.
(4) As announced on 4 July 2019, the Placing was arranged via
Peterhouse Capital Limited ("Peterhouse') as agent of the Company.
Peterhouse were due 5 per cent. commission on the gross proceeds of
the Placing which it agreed to settle by the issue of 7,936,508 new
Common Shares to Peterhouse (the "Commission Shares") at the
Placing Price. Peterhouse were appointed the Company's sole broker
on 4 July 2019 and also agreed that their initial six month
retainer fee be settled by the issue to them of a further
15,873,016 new Common Shares at the Placing Price (the "Broker Fee
Shares").
As announced on 29 August 2019, a Director and senior management
agreed to the conversion of an aggregate amount of US$86,250 of
unpaid fees accrued for periods up to 30 June 2019 to be converted
into Common Shares (the "Fee Conversion"). Pursuant to the Fee
Conversion, the Company issued, in aggregate, 108,246,025 new
Common Shares (the "Conversion Shares") at an issue price of 0.065
pence per share (the "Conversion Price"), being the Company's
closing mid-market share price on 28 August 2019 and representing a
premium of approximately 3.17 per cent. to the Placing Price for
the Company's last equity fundraising of 4 July 2019.
Unaudited Audited
30 June 31 December
2020 2019
$'000 $'000
---------- ------------
A Class share capital
Authorised
66,666,667 A class shares of ZAR 0.0003
each 3 3
---------- ------------
Issued
1,009,029 A class shares of ZAR 0.0003
each issued by the Company's wholly-owned
subsidiary, Rohstein Class A (Proprietary)
Limited ("Rohstein Class A (Pty) Ltd") 1 1
---------- ------------
Total issued share capital
(Common shares and A class shares) 335 260
---------- ------------
A class shares have been converted at the historical rate at 1
June 2004 of ZAR6.52 to the US Dollar.
Unaudited Audited
30 June 31 December
2020 2019
Reconciliation of A Class share capital Number Number
in issue of shares of shares
----------- ------------
Shares in issue at beginning and end
of period 1,009,029 1,009,029
----------- ------------
8 Share premium
Unaudited Audited
30 June 31 December
2020 2019
$'000 $'000
---------- ------------
Balance at beginning of the period 54,782 54,644
Share placement 252 78
Share issue costs (12) (7)
Fees converted 25 67
---------- ------------
Balance at end of period 55,047 54,782
---------- ------------
9 Cash generated/(absorbed) by operations
Unaudited Unaudited
Six months Six months
ended 30 ended 30
June 2020 June 2019
$'000 $'000
----------- -----------
Loss before income tax (212) (394)
Adjusted for:
* Shares issued at discount/(premium) 9 -
* Finance cost - 307
* Unwinding of discount - 7
* Share options expense - 2
* Net foreign exchange difference 11 (1)
Cash from operations before working
capital changes (192) (79)
Working capital changes:
Inventories - 3
Trade and other receivables 356 38
Trade and other payables (9) (142)
----------- -----------
Cash utilised by operations before interest
and tax 155 (180)
----------- -----------
10 Subsequent events
As announced on 1 July 2020, Richland became an AIM Rule 15 Cash
Shell on 31 December 2019 pursuant to the successful completion of
the disposal of its former wholly owned subsidiary, Richland
Corporate Ltd, the holder of the Capricorn Sapphire Project (and
the Company's loans to Richland Corporate Ltd), to Fura Gems
Inc.
As such, the Company was required to complete a Re-admission
Transaction within six months from 31 December 2019, failing which,
the Company's common shares would be required to be suspended from
trading pursuant to AIM Rule 40.
To date, Richland has not consummated such a Re-admission
Transaction and accordingly trading in the Company's common shares
was suspended with effect from 7.30 a.m. on 1 July 2020.
Admission to trading on AIM of the Company's common shares will
be cancelled pursuant to AIM Rule 41 if a Re-admission Transaction
is not completed within a further six month period from 1 July
2020, being the suspension date.
As announced on 27 July 2020, Richland has entered into a
binding SPA with the existing shareholders of GAR for the
conditional acquisition of GAR. The Proposed Transaction
constitutes a reverse takeover transaction pursuant to AIM Rule
14.
The consideration for the Proposed Transaction comprises an
aggregate payment on completion of the Proposed Transaction
("Completion") to the sellers and GAR's joint venture partner, URI,
of AU$60,000 (approximately US$42,500; GBP33,250) in cash and
AU$1.04m (approximately US$737,500; GBP576,750) in new Common
Shares. In addition, Richland was required to make a non-refundable
cash payment to GAR of US$29,340 on 31 July 2020 and a further
non-refundable payment of US$22,818 on 30 September 2020, with such
payments to be utilised to cover certain project costs pending
Completion. Furthermore, the Company may also be required to make
two additional future conditional deferred consideration payments
to the sellers and URI, in cash or new Common Shares at Richland's
sole discretion, of, in aggregate, AU$1.5m and AU$3m, linked to the
achievement of certain performance milestones or the occurrence of
certain vesting events during the five year period following
Completion.
The Board intends to fund the initial cash consideration in
respect of the Proposed Transaction and the enlarged group's
planned initial two year work programme and requisite working
capital requirements via the issue of new equity by way of a
proposed private placing being undertaken in the short term in
connection with the Proposed Transaction (the "Proposed Placing").
In accordance with AIM Rule 14 and the SPA, completion of the
Proposed Transaction is subject, inter alia, to approval by the
Company's shareholders at a duly convened general meeting and
successful completion of the Proposed Placing. In order to convene
such meeting and obtain the requisite shareholder approvals, the
Company is required to publish an AIM admission document in respect
of the proposed enlarged group which will detail, inter alia, the
Proposed Transaction, which it is currently anticipated will be
finalised and published in the coming weeks.
The Proposed Transaction represents a transformational move for
the Company away from being an AIM Rule 15 cash shell to becoming
an operating company with a clear focus on exploration for gold and
other precious metals in North and South Carolina. The acquisition
rationale is supported by both the Board's belief in the future
potential of GAR's existing project interests and the current
strong market environment in relation to gold.
Pursuant to AIM Rule 15, the Company's Common Shares will remain
suspended from trading on AIM until Completion of the Proposed
Transaction.
In the event that, for whatever reason, the Proposed Transaction
is not completed, the Company's Common Shares will remain suspended
until such time as an alternative Re-admission Transaction is
completed. There can be no guarantee that the Company will be able
to complete the Proposed Transaction or any alternative
Re-admission Transaction within six months of the suspension date
and consequently be re-admitted to trading on AIM.
In conjunction with the Proposed Transaction, the Company also
announced that with effect from 27 July 2020, Anthony Brooke, Chief
Executive Officer, and Nicholas Sibley, Non-Executive Director, had
stepped down from the Board with Bernard Olivier appointed as Chief
Executive Officer and Melissa Sturgess as a Non-Executive Director
from the same date.
Director, Former Directors and Management's fee deferrals and
proposed fee conversions : Mr Nealon, the former-directors, Mr
Brooke and Mr Sibley, and certain other members of senior
management have agreed to: i) defer payment of certain fees due to
them as at 30 June 2020 of US$182,000 until the earlier of
completion of the Proposed Placing and 30 November 2020; and ii) to
convert US$106,000 of the accrued fees due to them as at 30 June
2020 into new common shares in the capital of Company (subject to
the Company being in an open period) (the "Proposed Fee
Conversions"). Accordingly, all outstanding fees due to the
Company's current Directors, former Directors and senior management
up to 30 June 2020 are expected to be settled in full in due
course.
US$100,000 Working Capital Facility : Mr Nealon, the Chairman of
the Company, has agreed to provide the Company with a three month
short-term, unsecured and interest free working capital facility of
US$100,000 via his company, Almaretta Pty Limited (the "Working
Capital Facility") from today's date. Whilst there is no commitment
so to do, it is currently likely that drawdowns of the Working
Capital Facility will be repaid via the issue of new common shares
in the capital of the Company (subject to the Company being in an
open period).
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END
IR BSGDCDDDDGGC
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