TIDMSEFA
RNS Number : 8633E
Shefa Gems Ltd
09 July 2019
B"H
9 July 2019
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Warrants, Loan Conversion and Total Voting Rights
Shefa Gems (LSE: SEFA), a company focused on advanced
exploration and development of multi-gemstone projects in Northern
Israel, is pleased to announce a number of actions designed to
strengthen its balance sheet and provide access to possible future
funding for the Company at a significant premium to its current
share price.
-- Life of certain warrants created at time of IPO extended by six months
-- New vendor warrants for 600,000 shares issued
-- Conversion of loans totalling GBP253,053 to ordinary shares at 5.00p
-- Issue of further warrants at 10.00p per share to loan providers
Extension of IPO Warrants
At the time of the Company's IPO in December 2017, warrants over
65,893,310 ordinary shares were granted to certain investors who
converted loans into ordinary shares at the IPO. These warrants had
various expiry dates ranging from 18 June 2019 to 18 December 2020.
At the request of the warrant holders, it has been agreed to extend
all the expiry dates by six months. Accordingly, the warrants are
now exercisable as follows:
-- 20,544,640 warrants exercisable at 9.35p expiring on 18 December 2019
-- 4,259,380 warrants exercisable at 11.00p expiring on 18 December 2019
-- 20,544,640 warrants exercisable at 11.00p expiring on 18 June 2020
-- 20,544,650 warrants exercisable at 13.75p expiring on 18 June 2021
Notes
1. Michael Rosenberg (Chairman) and James Campbell
(Non-Executive Director), each hold 227,280 of the warrants at
11.00p expiring on 18 December 2019
2. One Hundred and One Gold Holdings, of which David Nachshon
(Independent Non-Executive Director) is a director, holds the
following of the warrants:
o 2,470,590 at 9.35p expiring on 18 December 2019;
o 2,470,590 at 11.00p expiring on 18 June 2020; and
o 2,470,590 at 13.75p expiring on 18 June 2021.
3. Eight-O-Eight Global Corp., of which David Nachshon is a
director, holds the following of the warrants:
o 737,970 at 9.35p expiring on 18 December 2019;
o 737,970 at 11.00p expiring on 18 June 2020; and
o 737,970 at 13.75p expiring on 18 June 2021.
New Vendor Warrants
In order to conserve cash for operational programmes and to
align their objectives with shareholders, one of the Company's
service providers has agreed to receive new warrants in exchange
for a lower cash fee. Accordingly, the Company has agreed to issue
600,000 new warrants to the service provider, valid for exercising
until 31 December 2020. The warrants are exercisable at 5.00p per
share, divided into three portions of 200,000 warrants each, but
only vest (become valid for exercise) - subject to compliance with
the terms and conditions as determined between the Company and the
service providers at prices ranging from 10.00p to 20.00p.
Loan Conversion
The Company has been in discussions with certain shareholders
("Lenders") who have previously assisted in funding the activities
of the Company through the provision of loans. In particular, as
set out in Note 13 of the 2018 Report and Accounts, the total
amount of the loans made as at 31 December 2018 was GBP160,291 with
a further GBP427,910 having been provided since that date with
repayment terms remaining to be finalised.
In view of the positive trajectory of the Company over the last
2-3 months, the Company is pleased to announce that the Lenders in
respect of GBP253,053 have agreed with the Company to convert all
their loan notes into 5,061,055 new ordinary shares ("New Ordinary
Shares") at a conversion price of 5.00p per share (the "Loan
Conversion"). The Company has also agreed to grant new warrants to
the Lenders based on one warrant for each share, at an exercise
price of 10.00p per share and valid until 30 June 2021. The Loan
Conversion price represents a 25% premium to the recent placing and
subscription price.
Total Voting Rights
Application will be made for 5,061,055 New Ordinary Shares to be
issued and admitted to trading on the London Stock Exchange.
Trading of these New Ordinary Shares is expected to be effective
from 15 July 2019.
On completion of the Loan Conversion, the Company's enlarged
issued share capital will consist of 172,425,315 Ordinary Shares.
Each Ordinary Share carries one vote. Therefore, the total number
of voting rights in the Company is 172,425,315. The above figure
may be used by shareholders as a denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the
Transparency (Directive 2004/109/EC) Regulations 2007.
Avi Taub, CEO of Shefa Gems, said: "Through the continued
support of our long-term shareholders, Shefa Gems has strengthened
its balance sheet which will support an acceleration of our
operational activities. The Company is well placed to progress
towards its target of starting trial mining in Kishon Mid-Reach
Zone 1 in 2020, while also expanding our exploration activities in
Zone 2 and Zone 3. In addition, we will continue to progress our
'Mine to Market' strategy following the launch of Yossi Harari's
unique 'Heaven on Earth' jewellery collection using Shefa Gems
gemstones."
- Ends -
Enquiries
Shefa Gems Ltd
Michael Rosenberg, OBE - Chairman
www.shefayamim.com +44 20 7938 4026
-----------------------
VSA Capital Limited - Financial
Adviser
-----------------------
Andrew Raca +44 20 3005 5000
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SI Capital Limited - Broker and
Strategic Adviser
-----------------------
+44 20 3871 4038 / +44
Nick Emerson and Jon Levinson 1483 413500
-----------------------
Luther Pendragon
-----------------------
Harry Chathli, Alexis Gore, Rachel
So +44 20 7618 9100
-----------------------
Notes to Editors
About Shefa Gems Ltd
Shefa Gems Ltd (LSE: SEFA) is a multi-commodity explorer of
precious stones operating in Northern Israel. Exploration activity
is managed by professionally skilled and technically competent
personnel and is accompanied by an international team of geological
experts with decades of proven experience in their fields.
All exploration activities are conducted under international
standards and the internationally recognised SAMREC 2016 Code.
Furthermore, its permits, granted to it by the Commissioner of
Mines, extend over an area of approximately 600,000 Dunam (60,000
hectares) that includes the Kishon River, the volcanic bodies on
Mount Carmel, the Zevulun and Yizre'el valleys and their margins -
Menashe Hills, Tivon-Alonim Hills, and Nazareth range. The Company
upholds environmental values and protects the nature in the areas
where it operates, cooperating fully with all authorities.
Alongside its exploration activities, the Company is building on
the launch of the "Heaven on Earth" jewellery collection, created
by world-renowned designer Yossi Harari, and developing the
Company's "Mine to Market" strategy to promote unique jewellery
collections utilising Shefa Gems' suite of precious gemstones.
The exclusive "Heaven on Earth" collection is now available to
view online on the website of the designer Yossi Harari at:
www.yossiharari.com/collections/heaven-on-earth
For further information please visit the website at
www.shefayamim.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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contact rns@lseg.com or visit www.rns.com.
END
MSCSSEFWAFUSEIW
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