TIDMPGM
RNS Number : 4953V
Phoenix Global Mining Ltd
24 July 2018
24 July 2018
Phoenix Global Mining Ltd ('Phoenix' or the 'Company')
Proposed New York Listing, Consolidation of Share Capital and
Notice of General Meeting
Phoenix Global Mining Ltd (AIM:PGM.L), the AIM quoted North
American-focused base and precious metals exploration and
development company, is pleased to announce that it has posted a
Notice of General Meeting to shareholders, which includes
information regarding a proposed dual listing on the New York OTCQX
Market and the consolidation of the Company's share capital.
The General Meeting will be held at the Washington Mayfair
Hotel, 5 Curzon Street, London W1J 5HE on 14 August 2018 at 11.00
a.m.
Highlights
-- Proposed dual listing on the New York OTCQX Market to provide
access to North American investors to hold shares in the
Company
-- Proposed share consolidation of every 10 existing ordinary
shares into 1 ("10 for 1") new ordinary share in order to meet the
requirements permissible for a listing on the OTCQX
-- US corporate adviser and OTCQX sponsor both appointed
-- OTCQX listing targeted for late September 2018
Commenting on the proposed listing and share consolidation, the
Company's Chairman, Marcus Edwards-Jones, said:
"The proposed dual listing on the New York OTCQX Market, we
believe, will be a transformational step for the Company and I hope
that shareholders will support us in this decision. I am pleased to
note that those that we have been able to consult have all been in
favour.
"With all our assets based in North America, and a focus on
Idaho, it is appropriate that the Company's shares are also listed
on a recognised US exchange, thereby offering improved access to
the Company's shares to a wider range of North American investors.
As mentioned in my letter to shareholders, there would appear to be
notable demand for our shares in the US based on several rounds of
meetings with North American investors, which is currently
unrealised due to the difficulty for North American investors to
purchase securities listed overseas and the reluctance to acquire
penny-based shares. The proposed dual listing, combined with the
share consolidation, will provide us with the ability to access
North American investors whom have hitherto been unable to acquire
shares and as a result should broaden our shareholder base and
improve trading liquidity.
"The Empire copper mine is progressing on schedule towards
planned production by early 2021 and we have also commenced
developing our cobalt properties on the Idaho Cobalt Belt. With
robust demand and continued supply constraints for these metals, we
believe that the OTCQX listing will prove a logical and positive
step in the Company's development.
"We also look forward to updating the market on the progress of
our 40,000 feet Empire drilling programme in the near future."
As part of the Notice of General Meeting, the Company has issued
a circular to shareholders, an extract of which can be found
below:
As you will be aware the Company's assets are located in North
America, with our flagship asset being our 80% interest in the
Empire Mine in Idaho, USA, on which we are preparing a bankable
feasibility study with the intention of producing 8,000 tonnes of
copper per annum by early 2021 from an initial open pit mine. The
underground potential at the Empire Mine remains highly
prospective, whilst the Company also owns two projects on the Idaho
Cobalt Belt, as well the right to earn into 80% of the Gordon Lake
high grade gold property in the Northwest Territories, Canada.
Since our IPO on AIM in June 2017 we have made significant
efforts to expand our North American shareholder base. We have
attracted a great deal of interest in this regard, particularly in
New York, and we believe that there is substantial demand for our
shares in the USA. Numerous meetings and presentations have
demonstrated clear interest in the near term prospect of copper
production in Idaho, as well as our metal portfolio, containing
cobalt, gold, silver, tungsten and zinc, in addition to copper.
Currently, however, it is proving impractical for potential North
American investors to purchase our shares whilst they are trading
solely on AIM and at the current penny-based price.
Having consulted with existing shareholders and our advisers,
the Directors therefore believe that an additional listing on New
York's OTCQX Market would be in the best interests of the Company
and would represent a logical and positive step for the Company to
take.
OTCQX is a premium listing service for issuers of securities
that are traded over-the-counter (OTC). This top-tier market is for
established investor-focused US and international companies. To
qualify for the OTCQX market, companies must meet high financial
standards, follow best practice corporate governance, demonstrate
compliance with US securities laws, be current in their disclosure,
and have a professional third-party sponsor introduction.
Accordingly we have appointed Murdock Capital Partners in New
York to act as our corporate adviser, and B Riley FBR in Los
Angeles as our sponsor, to facilitate this listing which we would
hope to accomplish by the end of September 2018. The Company has
already commenced the process of making the appropriate submissions
to OTCQX.
As part of this process, and in order to meet the OTCQX
requirements, it will be necessary to consolidate the Company's
existing share capital in order to increase the share price to a
level acceptable to the OTCQX. We are therefore convening the
General Meeting on 14 August 2018 to ask shareholders to approve a
share consolidation on the basis of one new ordinary share for
every 10 ordinary shares currently held. This will reduce the
Company's outstanding share capital from 318,000,759 ordinary
shares to 31,800,075 ordinary shares. The new ordinary shares will
continue to carry the same rights and benefits as those attached to
the existing ordinary shares, although it should be noted that
fractional shares will be rounded down to the nearest whole share.
Certificated shareholders will receive a new share certificate,
whilst depositary interest holders will have their CREST account
balances adjusted accordingly.
Existing shareholders with a holding of more than 10 existing
ordinary shares, but which is not exactly divisible by 10, will
have their holding rounded down to the nearest whole number of new
ordinary shares. Fractional entitlements to a new ordinary share
will be aggregated and sold in the market, for the best price
reasonably obtainable on behalf of those shareholders entitled to
the fractions. As the net proceeds of the sale will amount to less
than GBP3.00 for any entitled shareholder, they will (in accordance
with usual market practice) be retained by the Company.
Outstanding warrants and options will be adjusted by the same
ratio and the exercise price amended accordingly, with new
certificates to be issued in due course.
At the General Meeting we are also taking the opportunity to
update our disapplication rights following the recent placing and
subscription.
We are very excited with the prospect of obtaining a New York
OTCQX listing and believe that it will open up the share register
to North American institutional and retail investors as part of our
ongoing strategy of increasing investor engagement in the USA and
Canada. We also believe that it will result in greater trading
liquidity, amongst other benefits.
For technical reasons, the new ordinary shares (in consolidated
form) will have a new International Securities Identification
Number (ISIN), which will be advised in due course. Accordingly,
application will be made for the new ordinary shares (in
consolidated form) to be admitted to trading on AIM. Dealings in
the existing ordinary shares (unconsolidated) will cease at the
close of business on the date of the General Meeting and dealings
in the new ordinary shares (in consolidated form) are expected to
commence the following day.
Further details are set out below.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
**S**
For further information please visit www.pgmining.com or
contact:
Phoenix Global Mining Dennis Thomas / Richard Tel: +44 7827 290
Ltd Wilkins 849 (Dennis)
+44 7590 216 657 (Richard)
SP Angel Lindsay Mair / Caroline Tel: +44 20 3470 0470
(Nominated Adviser Rowe
and Joint Broker
---------------------------- ----------------------------
Brandon Hill Capital Jonathan Evans / Oliver Tel: +44 20 3463 5000
(Joint Broker) Stansfield
---------------------------- ----------------------------
Blytheweigh (Financial Tim Blythe/Camilla Horsfall Tel: +44 20 7138 3204
PR)
---------------------------- ----------------------------
Notes
Phoenix Global Mining Ltd (AIM: PGM) is a North
American-focused, base and precious metal explorer and developer,
which is fast-tracking the historically-producing Empire Mine in
Idaho, USA, back into production and exploring for cobalt in Idaho
and gold in Canada.
Having established an initial copper oxide JORC and NI 43-101
resource of 19.4 mt grading 0.47% copper ('Cu') for 90,547 t
contained Cu, plus zinc, gold and silver, Phoenix has defined a
two-phase development strategy. Phase One is focused on commencing
low cost, open pit production from the current oxide resource,
targeting 8,000t copper cathode per annum. Stage Two will look to
extend the life of mine by targeting the deeper (below c.120m),
higher grade copper sulphides, where intercepts of up to 11.4% Cu
have been recovered. Preliminary Economic Analysis work on the
priority open pit oxide resource is already underway. It is
estimated that only 5% of the potential ore system has been
explored to date and accordingly there is significant opportunity
to increase the resource through phased exploration; the current
resource relates to the oxide resource only, which remains open
along strike and does not include the deeper, higher grade
sulphides.
The Company also holds two prospective cobalt properties in
Idaho, US, which are located north of the Empire Mine. These are
situated close to the town of Cobalt and are close to projects
being advanced by Canadian junior miners, including eCobalt
Solutions and First Cobalt. Exploration will continue during 2018
to identify drilling targets.
The Company has also acquired an exclusive option to explore and
develop the Gordon Lake Project, in the Northwest Territories,
Canada, a high-grade shear hosted gold project comprising of 17
known mineralised zones of which only four have been tested with 59
diamond drill holes. The Company will proceed to examine the
optimal way forward to develop the project as a low-cost
underground gold producer.
With a management team that has successfully constructed,
commissioned and operated mines and low risk, mining-friendly
jurisdictions with excellent infrastructure, Phoenix is looking to
fulfil its ambitions to become a mid-tier base and precious metals
producing company, offering exposure to three high value and high
demand metals with compelling demand/supply fundamentals.
Expected Timetable
2018
Publication of this document and posting 24 July
to Shareholders
11.00 a.m. on 10
Latest time and date for receipt of Proxy August
Forms
11.00 a.m. on 9
Latest time and date for receipt of Forms August
of Instruction
General Meeting 11.00 a.m. on 14
August
Record Date for Share Consolidation 6.00 p.m. on 14
August
Existing Ordinary Shares disabled in CREST 6.00 p.m. on 14
and share register closed August
Admission effective and dealings commence 8.00 a.m. on 15 August
on AIM in New Ordinary Shares
CREST accounts credited with New Ordinary As soon as practicable
Shares after 8.00 a.m. on
15 August
Share certificates in respect of New Ordinary By 22 August
Shares dispatched
ISIN of New Ordinary Shares To be advised
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END
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