Strategic Financing and Board Restructuring

RNS Number : 8485F

Connemara Mining Company plc

26 February 2018

 

26^th February 2018

Connemara Mining Company plc ("Connemara")

Strategic Financing and Board Restructuring

Connemara Mining (LON:CON), the Irish gold and zinc exploration and development company, is pleased to announce a Strategic Financing and Board Restructuring.

Highlights:

·        Strategic Financing to raise £900,000 through the issue of 21,686,747 new ordinary shares at a price of 4.15p per share, with Metal Tiger plc to subscribe for £200,000

·        Directors (John Teeling and Jim Finn) to convert outstanding unpaid historic salaries totalling £199,500 into Company equity at the placing price of 4.15p through the issue of 4,807,228 shares

·        Board restructuring with Patrick Cullen to become Executive Director and full-time Chief Executive Officer and John Teeling becomes Non-Executive Chairman

·        Michael McNeilly (Chief Executive Officer of Metal Tiger plc) and David Cockbill (Corporate Finance Executive at First Equity Limited) to become new Non-Executive Directors of the Company and previous Non-Executive Directors Vivion Byrne, Danesh Varma and Gavin Berkenheger to step down from the board

·        Monies raised will enable the acceleration of operational activities across the Company's gold and zinc portfolio in Ireland

·        Each placing share has a warrant to subscribe for a further new ordinary share at 7p with a two year exercise life (21,686,747 warrants). Should however the share price of the Company exceed a 20 (twenty) pence volume weighted average share price for five consecutive trading days, the Company has the right to accelerate warrant conversion

·        Should all the placing warrants be exercised the Company would raise in excess of £2.4 million through the warrant exercise and placing

·        New board to outline Strategic Update to the market in due course with a specific focus on accelerated ground operations

John Teeling, Non-Executive Chairman of Connemara Mining, commented "The developments announced today are very significant for the growth of the Company.  Patrick Cullen, since joining the Company in 2017 has pushed forward vigorously our project portfolio and will continue to drive company developments in an energetic and proactive manner, henceforth from the board of the company with full executive authority.

"It is now time to accelerate our operational story and fully investigate the potential of our strategic gold and zinc interests which the board consider, on the basis of work completed to date, and where relevant the work of our close neighbours, to have excellent potential.  We are planning a detailed operational programme at present and a full Strategic Update will be provided to the market shortly which will outline our planned ground operations and specifically how we intend to deploy the additional working capital secured in this financing.

"I would like to welcome our two new London based directors, each active in natural resource financing, who will assist in the development of our business and bringing our business proposition to a far wider audience.  I want to thank the directors who are standing down.  Viv Byrne has been with us since day one and his support over the years is appreciated.  Danesh too, despite a worldwide portfolio, was always available for advice, counsel and support.  Gavin will continue his work on our properties in a consultancy capacity.  I thank all three.

"It is a new dawn, zinc and gold are attractive minerals at present and the forward dynamics look robust for the metals. Connemara Mining has the ground, the finance and the people to drive the projects and, importantly, to bring our story to the attention of a diverse investor base."

Details of the Placing

A total of £900,000 new cash has been raised at a price of 4.15p per share through the issue of 21,686,747 new ordinary shares (the "Placing Shares").  Each Placing Share is accompanied by a share warrant to subscribe for a further new ordinary share at an exercise price of 7 (seven) pence with a life to expiry of two years from admission of the original placing shares.

Should the volume weighted average share price of the Company exceed 20 (twenty) pence for five consecutive trading days the Company has the right to provide a written notice to warrant holders that they have one week to exercise the 7p warrants with a further two weeks thereafter for payment.  Any then unexercised warrants could be cancelled by the Company.  This acceleration condition is entirely at the volition of the Company should the 20 pence hurdle described above be triggered.

This financing transaction was undertaken by First Equity Limited who are now appointed Joint Corporate Broker to the Company.  The funds raised have been sourced from existing and new investors enabling the Company to broaden its shareholder base.

Directors' Unpaid Salary Conversion to Equity

John Teeling and James Finn, directors of Connemara, have agreed that unpaid salaries owed to them by Connemara totalling £199,500 will be settled via the issue of 4,807,228 new ordinary shares (the "Conversion Shares") at the placing price of 4.15p.  In addition, John Teeling and James Finn will be granted 2,698,795 and 2,108,433 warrants respectively to subscribe for ordinary shares on the same terms as the placing warrants.  Further details are set out in the table below. 

Name	Shareholding Prior to Placing	No. of Conversion Shares Issued	Resultant Shareholding	% of Enlarged Share Capital	Resultant No. of Warrants
John Teeling	8,176,978	2,698,795	10,875,773	9.55%	5,605,772
James Finn	6,155,094	2,108,433	8,263,527	7.25%	2,980,526

Related Party Transaction

The conversion of unpaid salaries owed to John Teeling and James Finn is deemed a related party transaction under the AIM Rules for Companies.  Gavin Berkenheger, Vivion Byrne and Danesh Varma, the independent directors, having consulted with the Company's Nominated Adviser, Northland Capital Partners Limited, consider the terms of the conversion are fair and reasonable in so far as the Company's shareholders concerned.

Admission and Total Voting Rights

Application has been made for the admission of the Placing Shares and Conversion Shares to trading on AIM which is expected to occur on or around 9^th March 2018 ("Admission").  Following Admission there will be a total of 113,911,593 Ordinary Shares in issue with each share carrying the right of one vote.  The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

New Director Disclosures

Patrick Brendan Cullen (aged 46)

Patrick has over 20 years of experience in the mining and exploration sector, most recently as a director of Clearphos Limited.  His exposure to the financial markets includes being the exploration manager for African Energy Resources Ltd. during its listing in 2007 on the Australian stock exchange (ASX).  He was also the Project Manager responsible for defining an initial phosphate resource for Montero Mining and Exploration Ltd. (TSX-V).

Patrick has in-depth knowledge and experience in technical and operations management in both the mining and exploration environments gained while at Schlumberger, AngloGold and Placer Dome in regions including South Africa, Botswana, Zambia and Malawi.

Current Directorships and Partnerships	Past Directorships and Partnerships over the last 5 years
None	Clearphos Limited, renamed Kodal Norway (UK) Limited

In recognition of his work at the Company over the past six months, Patrick has been granted options over a total of 2,500,000 ordinary shares in the Company.  The options vest in three tranches with 834,000 having vested immediately, 833,000 options vesting on 14^th August 2018 and 833,000 vesting on 14^th August 2019.  The options expire on 13^th August 2024 and have exercise prices as follows:

Number of options	Exercise price
1,000,000	2p
750,000	2.5p
750,000	2.75p

David Michael McNeilly (aged 31)

Michael is an experienced public company director and corporate advisor having advised several private, Main Market listed, AIM quoted and NEX listed companies on a variety of corporate transactions during his tenure at Arden Partners (LON:ARDN) and Allenby Capital respectively. 

Michael is the Chief Executive Officer of Metal Tiger plc (LON:MTR) and was also previously a director of Greatland Gold plc (LON:GGP), as well as a Corporate Executive at Coinsilium (NEX:COIN) where he worked with early stage blockchain focussed start-ups. 

Michael studied Biology at Imperial College London and has BA in Economics from the American University of Paris.  Michael is fluent in French.

Current Directorships and Partnerships	Past Directorships and Partnerships over the last 5 years
Metal Tiger plc (LON:MTR)	Greatland Gold plc (LON:GGP)
Metal Tiger IHQ Company Limited
Metal Capital Limited
Kemco Mining plc

David Cockbill (aged 58)

David Cockbill is an experienced corporate financier and public capital markets executive.  Born in Northern Ireland, he studied accountancy at Manchester University before commencing a 35 year career in the City of London at various leading investment banks as a proprietary trader. 

David has been an FCA (Financial Conduct Authority) regulated person, for the last five years, focusing on opportunities within the micro-cap sector and raising capital for public companies in the natural resources and technology sectors.

David is subscribing for 240,964 Placing Shares.  

Current Directorships and Partnerships	Past Directorships and Partnerships over the last 5 years
Dunton Capital LLP	None

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

INFORMATION FOR EDITORS

Connemara is a diversified exploration company with principal assets in gold and zinc exploration licences across Ireland.  Connemara currently holds interests in a total of 41 licences, including joint ventures with Teck at the Oldcastle zinc project and with Group Eleven Resources at the Stonepark zinc project.

Further information can be sourced from the Company website: www.connemaramc.com

ENDS

Enquiries:

Connemara Mining Company Plc
John Teeling, Chairman	[phone]
Patrick Cullen, CEO	[phone] [phone]
Northland Capital Partners Limited
Matthew Johnson / Gerry Beaney	[phone]
John Howes
First Equity
Jason Robertson	[phone]
Blytheweigh	[phone]
Nick Elwes	[phone]
Camilla Horsfall	[phone]
Teneo PSG
Luke Hogg	[phone]
Alan Tyrrell	[phone]

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Teeling
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Connemara Mining plc
b)	LEI	2138000CT8MOLMNEQ44
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 financial instrument, type of instrument Identification code	Ordinary shares of Euro 0.01 each IB00B2357X72
b)	Nature of the transaction	a)    Conversion of salary b)    Grant of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) a)    4.15p 2,698,795 b)    7.00p 2,698,795
d)	Aggregated information -      Aggregated volume -      Price	As above
e)	Date of the transaction	26 February 2018
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	James Finn
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Connemara Mining plc
b)	LEI	2138000CT8MOLMNEQ44
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 financial instrument, type of instrument Identification code	Ordinary shares of Euro 0.01 each IB00B2357X72
b)	Nature of the transaction	a)    Conversion of salary b)    Grant of warrants
c)	Price(s) and volume(s)	Price(s) Volume(s) a)    4.15p 2,108,433 b)    7.00p 2,108,433
d)	Aggregated information -      Aggregated volume -      Price	As above
e)	Date of the transaction	26 February 2018
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Patrick Cullen
2	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Connemara Mining plc
b)	LEI	2138000CT8MOLMNEQ44
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 financial instrument, type of instrument Identification code	Ordinary shares of Euro 0.01 each IB00B2357X72
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Exercise Price(s) Volume(s) 2p 1,000,000 2.5p 750,000 2.75p 750,000
d)	Aggregated information -      Aggregated volume -      Price	As above
e)	Date of the transaction	26 February 2018
f)	Place of the transaction	London Stock Exchange, AIM

 

END

 

 

MSCFKNDQOBKDDBB