26/03/2018 - 13:08

Corporate finance deals Mar 19 to 23 2018

26/03/2018 - 13:08

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Graphex Mining is pleased to advise that it has received subscriptions to purchase 8,750,000 fully paid ordinary shares at $0.28 cents per share to raise $2.45 million through a placement to professional and sophisticated investors. Directors subscribed for 320,572 shares, the issue of which is subject to shareholder approval at the Company’s next general meeting.

 

ServTech Global Holdings advises that it has successfully completed a placement to sophisticated and professional investors of 25,800,000 fully paid ordinary shares at a price of $0.015 per share, raising $387,000 before costs. The Company engaged Regency Corporate as Lead Manager to the Placement.

 

Marenica Energy advises that it has completed a capital raising to raise a total of $1.1 million (before costs), partially subject to shareholder approval. The placement of 10,620,000 fully paid ordinary shares at an issue price of 10 cents per Share plus 5,310,000 attaching Options, which will be granted on the basis of one Option for every two Shares subscribed, will raise a total of $1,062,000, before costs.

 

Nkwe Platinum advises that it has received from Zijin Mining Group Co. an indicative and non-binding proposal to acquire 100% of the issued shares in the Company which it does not already own for cash consideration of $0.080 per share. Zijin, through its wholly owned subsidiary Jin Jiang Mining, currently controls 60.47% of the Company’s issued share capital. Zijin has advised that it is currently contemplated the acquisition would be implemented by way of amalgamation under Bermudan law.

 

As announced on 19 February 2018 Emmerson Resources has agreed with Evolution Mining to restructure the Tennant Creek Mineral Field Farm-in and Joint Venture Agreement. A Deed of Variation has been executed, and as announced Emmerson will retain 100% ownership of the majority of the Tennant Creek tenements with Evolution taking ownership of those tenements associated with the Gecko-Goanna-Orlando copper-gold prospects

 

Carnavale Resources is pleased to advise the Company has executed a binding agreement to acquire 100% of the Grey Dam Project, located near Kurnalpi approximately 90km northeast of Kalgoorlie, Western Australia.

Carnavale has executed a sale and purchase agreement to acquire 100% of the Grey Dam Project tenements, E28/1477, E28/2226 and M 28/378 from Kal North Gold Mines Limited, subject only to ministerial consent, for a total consideration of $110,000 payable in cash.

Carnavale has entered into a corporate advisory and capital raising mandate with Cicero Advisory Services Pty Ltd. To fund the acquisition noted above and for ongoing working capital, Carnavale will issue up to 76 million fully paid shares at an issue price of $0.017 per Share to raise approximately $1,292,000 (before costs of the issue). This issue will comprise two tranches:

 

Boss Resources is pleased to confirm that it has completed the acquisition of the remaining 20% interest in its Honeymoon Uranium Project, South Australia. Boss now owns 100% of the Honeymoon Uranium Project.

 

West African gold developer and explorer Tietto Minerals is pleased to announce that its application to transfer the Abujar Middle tenement exploration licence from B&F Minerals Sarl to Tiebaya Gold Sarl is complete, following approval from Côte D’Ivoire’s Ministry of Mine and Industry. Tietto Minerals Austar Pty Ltd, a wholly‐owned subsidiary of Tietto, owns 90% of Tiebaya and B&F owns the remaining 10% of Tiebaya

 

Marquee Resources is pleased to announce that it has received commitments to raise $2.65 million through a two tranche placement for accelerated exploration at its newly acquired interests in Werner Lake Cobalt project, located in Ontario, Canada. Oversubscribed Placement Marquee has completed a placement to sophisticated investors at an issue price of $0.35 per share with one (1) free attaching option for every two (2) shares, exercisable at $0.50 on or before 30 June 2019  to raise $2.65 million.

 

Pancontinental Oil & Gas is pleased to announce it has received commitments from sophisticated investors to raise $1.6 million via an issue of unlisted, unsecured convertible notes. The Issue has a conversion price of $0.008 per share which represents a 33% premium to the 30-day VWAP of $0.006, an interest rate of 10% and a Maturity Date 12 months from the date of issue.

 

Ferrum Crescent, the European lead-zinc explorer, is pleased to announce that it has conditionally raised, in aggregate, approximately £1 million (before expenses), through a proposed subscription and placing of, in aggregate, 1,739,130,435 new ordinary shares of no par value each in the capital of the Company at a price of 0.0575 pence per share

 

Further to the announcement dated 13 March 2018, advanced materials company, First Graphene is pleased to update the market and advise that final firm commitments received for the placement of shares at $0.18 were for 18.9m shares issued on 21 March 2018 to sophisticated and professional investors raising $3.4 million

 

Apollo Minerals is pleased to advise that the Company has entered into an agreement to acquire a 75% interest in the Aurenere tungsten-gold project in northern Spain, along strike and consistent with the geology from its Couflens Project in France

The Company has entered into a Share Purchase and Shareholders Heads of Agreement whereby it will acquire 75% of the share capital of NeoMetal Spania S.L , which holds the rights to the 100% interest in the Aurenere Project. The commercial terms of the acquisition of the upfront 75% interest in Neometal include €100,000 cash upfront and a further €150,000 upon the grant of the Investigation Permit. Further details on the terms of the acquisition are included below in Commercial Terms.

 

Tawana Resources is pleased to announce its intention to restructure the Company’s assets in order to focus on its flagship Bald Hill Project. The restructuring will involve the transfer of the Cowan, Yallari and Mofe Creek assets to a wholly owned public company, before undertaking a capital reduction and distribution by way of in‐specie distribution of 85% of all SpinCo shares to Tawana’s shareholders.

 

Tyranna Resources, is pleased to announce that it has entered into a binding option agreement to acquire private company, US Cobalt Pty Ltd, the owner of Goodsprings Cobalt and Base Metals Project, located in the State of Nevada, USA. Tyranna has executed a binding agreement to acquire US Cobalt Pty Ltd which thereby gives Tyranna the exclusive right to acquire 100% of US Cobalt by way of an off-market scrip for scrip takeover. The key commercial terms include: 1. Cash payment of $100,000 for 14-day exclusive option agreement 2. 14 days to complete due diligence 3. Tyranna will issue 141,176,470 ordinary shares in Tyranna Resources at deemed price of $0.017. The shares will be issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (71,529,796 shares) and 7.1A (69,646,674 shares). 4. Mr Klaus Eckhof will be issued 20 million options (TYXOC), and Mr Greg Smith will be issued 10 million options as part of consulting arrangements. Mr Paul Lloyd (director of US Cobalt) will be issued 20 million options. These options will be issued after the general meeting of shareholders to be held on 19 April 2018 under Listing Rule 7.1.

 

VDM Group is pleased to announce a share placement to CF International Development Limited of Hong Kong, a sophisticated investor, pursuant to the Company’s 15% placement capacity (under ASX Listing Rule 7.1). A total of 400,000,000 new shares have been issued to CF International Development at $0.01 per share (1 cent each) to raise $4 million – refer Appendix 3B attached. No commissions or other fees are payable in connection with the Private Placement. The issue price of $0.01 represents a 900% premium to the last traded price of VDM prior to trading halt.

 

Tando Resources is pleased to announce that it has signed a binding Heads of Agreement to acquire 74% of the SPD Vanadium Project, a large, high grade vanadium deposit located in the established vanadium production hub of Gauteng, South Africa. Tando will acquire 100% of the issued capital in Steelpoortvan Pty Ltd, which has a right to acquire 74% of Vanadium Resources (Pty) Ltd, a South African domiciled company which owns 100% of the SPD Vanadium Project. The remaining 26% of VanRes is held by the Steelpoort Development Trust, in trust for the communities of Ga-Malekane and Ga-Masha, and Broad Based Black Economic Empowerment entities Obeec (Pty) Ltd and the Math-pin Trust. The total consideration under the HoA is 35 million shares at a deemed price of 30c. These shares are subject to shareholder approval and payable when the project reaches the following milestones:  At completion of due diligence (45 days) = 12.5% (4,250,000 shares)  Delineation of a Measured Resource of at least 75Mt at 0.78% V2O5 in situ = 25% (7,500,000 shares)  Completion of a Scoping Study= 12.5% (4,250,000 shares)  Completion of a Pre Feasibility Study = 20% (8,000,000 shares)  Completion of a Feasibility Study = 30% (11,000,000 shares)

 

Hawkstone Mining is pleased to announce that it has entered into an option agreement to acquire USA Lithium Limited (USA Lithium) which owns a 100% interest in the Big Sandy Lithium Clay project (Big Sandy) located in Arizona, USA and the Lordsburg Lithium Brine project (Lordsburg) located in New Mexico, USA. Hawkstone Mining Limited (ACN 008 720 223) is granted an option to acquire 100% of the shares of USA Lithium Limited (ACN 623 748 872) held by the vendors. USA Lithium owns 100% of the shares in US Lithium Pty Ltd (ACN 611 629 728) and New Mexico Lithium Pty Ltd (ACN 621 475 438).

2. US Lithium owns the 258 BLM claims comprising the Big Sandy Lithium Project and New MexicoLithium owns the 208 BLM claims plus a further 147 BLM claims under application comprising theLordsburg Lithium Project (together Projects).

3. Pursuant to the terms of the Option Agreement, USA Lithium and a majority of its shareholders(representing approximately 75% of USA Lithium shareholders) have agreed to grant the Buyer an exclusive 14-day option to conduct due diligence on USA Lithium, US Lithium and New Mexico Lithium and the Projects for the purpose of determining whether to purchase 100% of the Company Shares (free from encumbrances).

4. The consideration for the Option is a non-refundable payment totalling $250,000  to be satisfied by the issue of 12,500,000 fully paid ordinary shares in the capital of the Buyer at a deemed issue price of $0.02 per share, to be issued within 2 business days of the date of the Option Agreement.

5.Upon successful completion of due diligence by Hawkstone and USA Lithium, exercise of the Option, minority vendors executing binding sale agreements, the remaining Lordsburg claims being granted and subject to shareholder approval, the Buyer will issue $5,000,000 worth of fully paid ordinary shares in the capital of the Buyer equating to 250,000,000 shares at a deemed issue price of $0.02 per share (Consideration Shares) to acquire all the issued capital in USA Lithium.

6.At Settlement, the Company shall reimburse $100,000 of expenditure already incurred by USA Lithium on the Projects prior to the date of the Option Agreement including due diligence costs during the period between option signing date and completion, subject to the provision of evidence of such expenditure for review and approval to the Buyer’s satisfaction (acting reasonably).

 

As announced, on 20 March 2018 European Lithium issued a cleansing prospectus pursuant to Section 708A(11) of the Corporations Act 2001. The Offer as referred to in the Prospectus has been closed. The Company confirms that it will not be issuing any fully paid ordinary shares pursuant to the Offer under the Prospectus.

 

BARD1 Life Sciences, a biotechnology company developing non-invasive cancer diagnostics, is pleased to announce that it has received binding commitments for a share placement to raise $1,300,000 (before expenses) by the issue of 86,666,666 shares to sophisticated and professional investors at an issue price of $0.015 cents per share. The placement was made to high net worth and institutional clients of Taurus Capital Group.

 

Australis Oil & Gas is pleased to advise it has received commitments from institutional and sophisticated investors for the placement of 115,280,000 new ordinary fully paid shares to raise $39,195,200, before issue costs. The issue price of $0.34 per new Australis share represents a 5.6% discount to the last close price on 16 March 2018.

 

Cygnus Gold is pleased to announce it has entered into a new joint venture agreement with a wholly owned subsidiary of Gold Road Resources over the Yandina Project.

The Yandina Joint Venture comprises four tenement applications covering an area of approximately 1,727km2 over the highly prospective Yandina Shear which is known to host gold mineralisation elsewhere in the Southwest Terrane

The initial interests in the joint venture are

o Gold Road 75%

o Cygnus Gold 25%

• Should a party's equity in the joint venture fall to 10% or less, its share will be automatically acquired by the other party in exchange for a 1% NSR

• Cygnus will initially manage the joint venture.

 

Kogi Iron advises that its Share Purchase Plan has now closed and is pleased to announce a strong take up in the SPP.

A total of $938,868 was raised from 112 shareholders that participated applying for 9,388,680 shares at an issue price of 10c per share. As announced the funds raised will be used to fund testwork activities, executive recruitment and on-going salary costs, in country costs and to provide working capital.

 

DroneShield is pleased to announce it has received commitments from institutional, professional and sophisticated investors to raise $2.55 million via a placement of 12.17 million ordinary fully paid shares at an issue price of $0.21 per share. The new shares will be issued utilising the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1 and Listing Rule 7.1A. The issue price under the Placement represents a 21% discount to the Company’s last traded price and a 22% discount to the Company’s 15 day volume weighted average market price prior to the date of this announcement.

 

A-Cap Resources has entered into a binding term sheet with ARC Marlborough Pty Ltd (ACN 127 139 780) which provides for the entry into a twelve month option agreement, under which A-Cap will have a right to acquire a nickel – cobalt project the subject of Mining Lease 80098 in Queensland, Australia. The Option may be exercised by A-Cap within 12 months of the date of entry into the Option Agreement. Upon exercise of the Option, the parties will enter into the Purchase Agreement and A-Cap will make the following cash payments and share issues to ARC: i. on the date of entry into the Purchase Agreement, A-Cap will pay ARC an immediate cash payment of AUD1 million and A-Cap will issue shares in A-Cap to the value of AUD3 million; ii. twelve months after the date of entry into the Purchase Agreement, A-Cap will pay ARC a cash payment of AUD1 million and will issue shares in A-Cap to the value of $3 million; iii. In 24 months after the date of entry into the Purchase Agreement, A-Cap will pay ARC a final cash payment of $2 million.

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