05/11/2018 - 17:23

Corporate finance deals Oct 29 to Nov 2 2018

05/11/2018 - 17:23

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88 Energy advises that the Non-Renounceable Rights Issue announced to the ASX on 3rd October 2018, closed on the 26th October 2018. The Rights Issue offered eligible shareholders registered on the Record Date the ability to subscribe for Shares on the basis of one fully paid share in the Company for every seven Shares held at an issue price of $0.018 / £0.01 a share to raise up to $14.33m / £7.96m before costs. Eligible shareholders were also given the opportunity to apply for additional shortfall shares beyond their 1 for 7 entitlement. Total applications for the New Shares raising gross proceeds of $3,641,312 were received. The New Shares will be issued on 31st October 2018, as per the timetable for the Rights Issue.

 

Explaurum is pleased to advise that ASX-listed Alkane Resources has agreed to make a strategic investment in Explaurum, subject to Explaurum shareholder approval. Alkane will invest $8.0 million in Explaurum through placement of 66,666,675 ordinary shares at an issue price of 12.0 cents a share to become a 12.2% shareholder in Explaurum. Issue price represents a 9.1% premium to the last traded Explaurum price of 11.0 cents on 25 October 2018, a 3.4% premium to the 30-day VWAP price as at close of trade on 25 October 20181, and a 10.3% premium to the implied value of the Ramelius off-market takeover offer of 10.9 cents as at close of trade on 26 October 20182

 

Roto-Gro International is pleased to announce it has entered into a definitive share purchase agreement with Valens GroWorks Corp. to acquire all of the issued and outstanding shares in the capital stock of Supra THC Services Inc. Within five  business days of signing the SPA, RotoGro agrees as follows: a. To pay Valens a non-refundable deposit in the amount of CAD $200,000.00; and b. To issue 2,250,000 fully paid ordinary shares in the capital stock of RotoGro to Valens at a deemed price of AUD $0.40 a share. Shares issued upon signing the SPA will be issued without shareholder approval and relying on RotoGro’s existing 15% capacity. Upon the requisite corporate and regulatory approvals being obtained in connection with the Transaction and completion of the sale and purchase occurring, RotoGro agrees as follows: a. To pay Valens the sum of CAD $200,000.00; and b. To issue 16,650,000 Shares to Valens at a deemed price of $0.40 a share, with 5,400,000 Shares escrowed until 21 December 2019 and 9,000,000 Shares escrowed until 31 December 2020. 3. No later than the earlier of 21 days from the date of written notice issued by Health Canada to RotoGro confirming the issuance of a Standard Processing License to Supra THC pursuant to the Cannabis Act (Canada) and the Cannabis Regulations, and 31 December 2019, RotoGro agrees as follows: a. To pay Valens the sum of CAD $600,000.00; and b. Release 5,400,000 Shares from escrow. No later than the earlier of 21 days from the date of written notice issued by Health Canada to RotoGro confirming the approval and acceptance of an amendment to Supra THC’s Dealer’s License to permit the operation of a Standard Cultivation License pursuant to the Cannabis Act (Canada) and the Cannabis Regulations, and 31 December 2019, RotoGro agrees as follows: a. To pay Valens the sum of CAD$1,000,000.00; and b. release 9,000,000 Shares from escrow.

 

Consolidated Zinc is pleased to advise it will increase its ownership of the Plomosas zinc-lead-silver mine in Mexico from 51% to 90%. Under a June 2015 Shareholder Agreement, CZL through its wholly owned subsidiary Arena Exploration Pty Ltd has the option to acquire an additional 39% of Minera Latin American Zinc S.A.de C.V that owns 100% of the mine. Accordingly, the Company has issued the required notice to Retec Guaru, S.A. de C.V and MLAZ. The key terms of the acquisition of the additional 39% interest in MLAZ are: Payment of $750,000 in cash to Retec; Issue of A$1,700,000 of CZL shares to Retec; Completion subject to CZL shareholder approval; and The remaining 10% of MLAZ held by Retec is fully contributing. The move to 90% of MLAZ also triggers the issue of $800,000 of CZL shares to the vendors of Arena, at the same price as those issued to Retec, provided all conditions of the agreement have been met.

 

Mt Dockerell Mining Pty Ltd (a wholly owned subsidiary of Hammer Metals Limited) has executed a Sale and Purchase Agreement to purchase two exploration permits that cover the Sunset and Black Rock copper‐gold prospects located 5km northwest of Hammer’s Jubilee and Elaine‐Dorothy copper‐gold deposits near the Mary Kathleen Mine. Consideration for the acquisition is $25,000 cash and a 1.5% NSR royalty. Completion remains subject to the satisfaction of several conditions precedent.

 

Peppermint Innovation is pleased to announce continued strategic and funding support from Smidge Digital Unit Trust with a further investment into Peppermint of $1.5 million. The investment was transacted via a share placement of 60,000,000 shares to SDUT at 2.5 cents a share and represents a 32% premium to PIL’s last traded price of 1.7 cents.

 

Wangle Technologies is pleased to announce that it has signed a conditional, binding terms sheet to acquire innovative technology company, Frugl Group. Deferred consideration of up to 2,000,000,000 Wangle shares, to be issued to the shareholders of Frugl in four equal tranches of 500,000,000 shares subject to the achievement of milestones. In order to fund the continued development of the Frugl technology and the Company’s ongoing commercial activities, the Company intends to issue a further 300 million shares at $0.003 to sophisticated and professional investors to raise an additional $900,000 before costs.

 

CFOAM, through its 100%-owned subsidiary, CFOAM, LLC, manufacturer of carbon foams CFOAM®, used for ultra high-end performance engineering materials in the industrial, aerospace, military and commercial markets, is pleased to provide the following funding update. The Company has secured from existing major shareholders and sophisticated investors, subject to final documentation and shareholder approval, a raising of a minimum of US$ 3 million through the placement of Convertible Notes with a face value of US$1 each.

 

Ephraim Resources wishes to announce it has entered into a binding term sheet with Lam Gim Hua in respect of the issue of convertible notes in the Company. On execution of the term sheet, the Investor committed to provide $50,000 funding to the Company. The Company will use the proceeds to fund the ongoing working capital requirements of the Company.

 

Mobile and e-Health company G Medical Innovations is pleased to announce it has successfully raised US$3,250,000 (~A$4,500,000) of its proposed multi-closings round of US$5,000,000 (~A$7,000,000) through an issue of convertible securities. MEF I, L.P. is a New York based fund and will subscribe to 3,250,000 convertible securities. In addition, the investor will be granted options to purchase a certain number of shares at an exercise price which will be at a 15% premium to the closing price on the ASX on the day prior to the execution date.

 

Southern Hemisphere Mining is pleased to announce firm commitments to raise $200,000 via a private placement of 3,333,334 shares at $0.06 a share to sophisticated investors. The Company will utilise its capacity under LR7.1 to issue the shares. The funds will be used for general working capital purposes.

 

Mobile and e-Health company G Medical Innovations Holdings is pleased to announce that its wholly owned Delaware incorporated subsidiary, G Medical Innovations USA Inc, has executed an agreement to acquire 100% of the outstanding membership interest of Telerhythmics, a US based cardiac diagnostic monitoring services provider. Telerhythmics, based outside Memphis, Tennessee, is a 24-hour cardiac diagnostic monitoring service used by hospitals and physician offices, and provides its monitoring services throughout the eastern region of the U.S. G Medical will acquire all the outstanding membership interests of Telerhythmics from NASDAQ listed imaging technologies company Digirad Corp for a total up front consideration of US$1,950,000, subject to working capital adjustments. Completion of the agreement remains subject to the satisfaction of certain customary conditions precedent, including the receipt of any necessary consents from third parties including but not limited to government authorities.

 

Emerald Resources is pleased to announce a successful placement to raise $27 million as announced on 30 October 2018 as follows: The Placement was conducted at a fixed price of $0.03 a New Share, representing an 11.8% discount to the closing price of $0.034 a share on 29 October 2018 and an 11.2% discount to the 5 day VWAP of $0.034 a share up to 29 October 2018. As previously announced, Emerald will initiate a SPP, open to all eligible shareholders as at 7.00pm (Sydney time) on the record date of 29 October 2018, and whose registered address is in Australia or New Zealand. Eligible Holders will be invited to invest up to a maximum of $15,000 a shareholder in the SPP, subject to an overall cap of $3 million.

 

Elixir Petroleum is pleased to announce that it has completed all the necessary steps required by 31 October 2018 to allow settlement of the acquisition of 35,423 acres of prospective leases in Alaska  to occur in accordance with the Binding Terms Sheet executed between the Sellers and Elixir in September 2018. The balance of the consideration (US$653,859) for the Leases has been deposited with an escrow agent pending confirmation that the lease assignments have been recorded by the regulator, the Bureau of Land Management. Elixir is currently in the process of posting a cash backed bond with the BLM which, when accepted, will allow the Leases to be assigned to Elixir and settlement of the acquisition to occur

 

Magnum Mining is pleased to advise the completion of a capital raising through the issue of unsecured redeemable convertible notes to raise $1,250,000 through the issue of 1,250 redeemable convertible notes, each with a face value of one thousand dollars.

 

Raven Energy is pleased to announce that it has executed a binding share sale and purchase agreement with Pancontinental Oil & Gas to acquire its wholly owned subsidiary, Bombora Natural Energy Pty Ltd. Raven will issue to Pancontinental Oil & Gas NL as consideration for the Acquisition, 295,000,000 fully paid ordinary shares in the Company at a deemed issue price of $0.0018 a Share.

 

Wesfarmers today announced the completion of the sale of its Kmart Tyre and Auto Service business to Continental AG. The agreement to sell KTAS for $350 million was announced on 12 August 2018 with completion subject to conditions precedent which have all been satisfied.

 

Sun Resources announces a placement and Share Purchase Plan. The Directors of Sun have decided to make a small share placement, followed by an SPP, to fund the final few tasks required to make the Bowsprit project “drill ready” and provide working capital required to cover overheads. Once the well site is prepared and the drilling is imminent, Sun will then raise the funds specifically for funding the drilling, hopefully at a higher and therefore less dilutive share price. The Company has made a placement of 80 Million shares at a price of $0.004 a share to raise $320,000 directly to Directors, major shareholders and sophisticated investors. Subject to Shareholder approval at the AGM the Directors of Sun will subscribe for 25million shares at $0.004 a share to convert working capital loans made in 2018 to the Company of $100,000 into share holdings. The SPP booklet will be mailed to Eligible Shareholders on 5 November 2018. The booklet contains the terms and conditions of the SPP and a covering letter from the Chairman. The Company is offering the SPP to its existing Eligible Shareholders, providing them with the opportunity to subscribe for up to a maximum of $15,000 worth of shares at the recent placement price of $0.004 a share. The Company is planning to accept up to $0.5 million and may determine to raise a higher amount or scale back applications at its discretion.

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