TIDMPREM
RNS Number : 9094C
Premier African Minerals Limited
22 October 2020
Premier African Minerals Limited / Ticker: PREM / Index: AIM /
Sector: Mining
For immediate release
22 October 2020
Premier African Minerals Limited
Issue of equity and PDMR shareholding and Debt Free
Premier African Minerals Limited ("Premier" or the "Company") is
very pleased to announce that the Board has today settled all
outstanding amounts owing to Directors, employees and certain other
creditors in respect of accrued but unpaid contractual amounts due,
together with repayment of outstanding loans, amounting in
aggregate to GBP600,057, in new ordinary shares. Following
completion of the placement as set out in the announcement dated 21
October 2020, together with this subsequent issue today of new
ordinary shares in settlement of liabilities, the Company will be
debt free and well positioned for future development.
Highlights
-- Sufficient funds to cover all existing liabilities
-- Adequate working capital to facilitate a change in strategic direction
George Roach, CEO, commented , "Following our earlier
announcement yesterday, I am very pleased to confirm that Premier
is now debt free and well-funded for the immediate future. Together
with the cost reductions achieved over the past few years, we are
also a much more efficient company with reduced overheads and able
to focus on the future from a position of improved financial
strength. Premier is assessing promising exploration opportunities
in more than one African jurisdiction and I look forward to keeping
our shareholders updated with progress as this happens.
At the same time, initial exploration on our tenement in
Mozambique can now proceed and other new tenement applications in
Mozambique are underway.
We look forward to continue to develop our relationship with MN
Holdings Limited ("MNH"), the operators of Otjozondu Manganese mine
in Namibia, in respect of which Premier holds 19%. The ongoing
development of our relationship with MNH will now be subject to
independent audit and valuation of their mining operation.
In regard to our Zimbabwe based operations, Premier will now
complete a review of RHA Tungsten as requested by our off-take
partner as a pre-cursor to the off-taker undertaking to finance
this mine back into production. Simultaneous with this, Premier has
determined that it should also look to secure its future without
the country risk associated with RHA Tungsten and Zulu Lithium and
to separate these operations.
The recent funding, and the potential for securing high grade
exploration assets, generally support a share consolidation and the
board of Premier will consider this at a time in the future and
simultaneous with potential future transactions.
Finally, Premier also intends to expand the Board and we look
forward to updating shareholders further on this".
Loan Settlements
The Board has agreed today to amend the terms of the existing
loan agreement with George Roach ("GR Loan"), by amending the
conversion rights with respect to the entire GR Loan amount and to
settle the GR Loan in full by an issue of new ordinary shares in
order to preserve cash. The Company has agreed to repay the entire
amount of US$200,000, plus accrued interest of US$37,271.40,
amounting to US$237,271.40 (GBP182,516.46) in aggregate though an
issue of 456,291,154 new ordinary shares ("GR Loan Shares") to
George Roach at an issue price of 0.04p ("Issue Price"), being the
same price as the placing price announced on 21 October 2020.
The Board have further agreed to settle the existing loan
agreement entered into with Brendan Roach ("BR Loan") on a similar
basis, by repaying the entire BR Loan amount of GBP84,000, plus
accrued interest of GBP12,447, amounting to GBP96,447 in aggregate
through the issue of 241,117,500 new ordinary shares ("BR Loan
Shares"), also at the Issue Price.
Following these settlements, the Company will have no
outstanding loans.
Director Share Settlements
The Company has also today agreed to issue a further 323,144,327
new ordinary shares to Directors in settlement of all remaining
accrued but unpaid fees, expenses and amounts due (amounting in
aggregate to GBP129,258) at the Issue Price ("Director Settlement
Shares"), in total representing approximately 2.39 per cent. of the
current issued share capital, as set out in the table below:
Individual Amount Issue Settlement Total Shareholding Shareholding
settled price Shares following the in the enlarged
in Settlement of Settlement issued issue of the issued share
Shares Shares (Note 1) Settlement capital
(Note 1) Shares (Note (Note 3)
2)
-------------------- ---------------- --------------- ------------ ------------------- -----------------
Director:
George Roach GBP83,342 0.04p 208,353,942 1,597,514,207 8.98%
Godfrey Manhambara GBP20,000 0.04p 50,000,000 70,833,334 0.40%
Neil Herbert GBP25,916 0.04p 64,790,385 69,375,000 0.39%
-------------------- ---------------- --------------- ------------ ------------------- -----------------
Note 1 : The amount settled in shares has been rounded to the
nearest whole pound in the table above. The calculation of
settlement shares issued was made on the monetary amount settled to
four decimal places. Any differences are due to rounding.
Note 2: George Roach's total shareholding includes the
Settlement Shares and the proposed GR Loan Shares as set out
further above.
Note 3: The enlarged issue share capital comprises the existing
issued share capital and the 2,750,000,000 placing shares announced
on 21 October 2020, together with the GR Loan Shares, the BR Loan
Shares, the Director Settlement Shares and the Creditor Settlement
Shares (as set out further below).
Creditor Settlement Shares
The Board has also agreed today to issue a further 479,590,490
settlement shares to certain employees and third party creditors in
settlement of all accrued but unpaid salaries and fees due of
GBP191,836 (see Note 1 above) at the Issue Price ("Creditor
Settlement Shares"), in total representing approximately 3.54 per
cent. of the current issued share capital.
The GR Loan Shares, the BR Loan Shares, the Director Settlement
Shares and the Creditor Settlement Shares (together the "New
Shares"), amounting in aggregate to 1,500,143,471 new Ordinary
Shares, will rank pari passu in all respects with the Company's
existing issued ordinary shares and application will be made for
admission of the Settlement Shares to trading on AIM ("Admission"),
which is expected to occur on or about 28 October 2020.
Related Party Transaction
The Director Settlement Shares being issued to George Roach,
Neil Herbert and Godfrey Manhambara together with the GR Loan
Shares being awarded to George Roach, is a related party
transaction under AIM Rule 13. The independent director of the
Company, Wolfgang Hampel, who is not participating in the share
settlement (the "Independent Director"), considers, having
consulted with the Company's Nominated Adviser, that the proposed
issue of the Director Settlement Shares and the GR Loan Shares is
fair and reasonable insofar as the Company's shareholders are
concerned. The Independent Director, in reaching his view, took in
particular account the following analysis:
i. the amounts stated in the Director Settlement Shares and GR
Loan are derived from the Company Management Accounts and are
contractually due under the respective service agreements, letters
of appointment and applicable loan documents;
ii. The placing announced earlier on 21 October 2020, had
proceeded on the basis that cash should be used for operations and
not for payment to directors;
iii. the Issue Price of the shares in respect of the Director
Settlement Shares and GR Loan Shares is 0.04 pence per share, being
the same as the placing price as announced on 21 October 2020;
and
iv. the placing was independently priced and agreed on an arm's
length basis with bona fide independent investors.
Total Voting Rights
Following the issue of the Conversion Shares, the Company's
issued share capital consists of 17,793,009,831 Ordinary Shares,
with voting rights. 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 to their interest in, the share capital of the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
Enquiries:
Premier African Minerals Tel: +27 (0) 100
George Roach Limited 201 281
Michael Cornish
/ Roland Cornish Beaumont Cornish Limited Tel: +44 (0) 20
(Nominated Adviser) 7628 3396
--------------------------- ---------------------
Jerry Keen/Edward Shore Capital Stockbrokers Tel: +44 (0) 20 7408
Mansfield Limited 4090
--------------------------- ---------------------
Notes to Editors:
Premier African Minerals Limited (AIM: PREM) is a
multi-commodity mining and natural resource development company
focused on Southern Africa with its RHA Tungsten and Zulu Lithium
projects in Zimbabwe.
The Company has a diverse portfolio of projects, which include
tungsten, rare earth elements, lithium and tantalum in Zimbabwe,
encompassing brownfield projects with near-term production
potential to grass-roots exploration. The Company holds 5,010,333
shares in Circum Minerals Limited, the owners of the Danakil Potash
Project in Ethiopia, which has the potential to be a world class
asset.
In addition, the Company holds a 19% interest in MN Holdings
Limited, the operator of the Otjozondu Manganese Mining Project in
Namibia.
Forward Looking Statements:
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount. nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. Many factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward looking
statements.
The information below, set out in accordance with the
requirements of the EU Market Abuse Regulation, provides further
detail.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. George Roach
2. Godfrey Manhambara
3. Neil Herbert
--------------------------- --------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status 1. Chief Executive
2. Non-executive Chairman
3. Non-executive director
--------------------------- --------------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------- --------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Premier African Minerals Limited
--------------------------- --------------------------------------------------
b) LEI 213800WDKYXYJZE5DZ61
--------------------------- --------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-------------------------------------------------------------------------------
a) Description of the Ordinary shares of no par value in Premier
financial instrument, African Minerals Limited
type of instrument
Identification code ISIN: VGG7223M1005
b) Nature of the transaction Issue of Ordinary Shares
--------------------------- --------------------------------------------------
c) Price(s) and volume(s) Director Price Volume(s)
------------------- ------------ -----------
George Roach GBP 0.0004 664,645,096
Godfrey Manhambara GBP 0.0004 50,000,000
Neil Herbert GBP 0.0004 64,790,385
------------------- ---- ------
------------------------------------------------
d) Aggregated information
- Aggregated volume 779,435,481 Ordinary Shares
- Price 0.04p
e) Date of the transaction 22 October 2020
--------------------------- --------------------------------------------------
f) Place of the transaction Outside a trading venue
--------------------------- --------------------------------------------------
ENDS
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