Circular Posted and EGM date confirmed

RNS Number : 8341E

Equatorial Mining & Exploration PLC

08 July 2019

 

                                                                                                                        08 JULY 2019

Equatorial Mining & Exploration Plc

("EME" or the "Company")

Posting of Circular and EGM announcement.

EME, the African resource investment company, is pleased to announce that further to the entry into a conditional share purchase agreement ("SPA") in respect of the acquisition of Eastinco Ltd, that the Circular was posted to all Shareholders today and the company hereby gives Notice for the General meeting has been set for the 29^th July 2019.

A copy of the Circular is posted below:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible for onward transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares you should retain these documents.

The Existing Ordinary Shares are admitted to trading on the NEX Exchange Growth Market. Subject to the Resolutions being passed at the General Meeting, application will be made to NEX Exchange for the Consideration Shares, the MS Conversion Shares and the CLN Shares to be admitted to trading on the NEX Exchange Growth Market. It is expected that admission of the Consideration Shares, the MS Conversion Shares and the CLN Shares will become effective and that dealings will commence on 31 July 2019.

Neither the issue of the Consideration Shares pursuant to the Acquisition nor the issue of the MS Conversion Shares or the CLN Shares will constitute an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 as amended and, accordingly, this document does not constitute a prospectus for these purposes.

The Directors, whose names appear on page 8 of this document, and the Company, accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

EQUATORIAL MINING AND EXPLORATION PLC (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07496976) Acquisition of Eastinco Limited and Notice of General Meeting Alexander David Securities Limited Corporate Adviser and Broker

You should read the whole of this document. Your attention is drawn to the letter from the Independent Director of the Company which is set out on pages 8 to 14 (inclusive) of this document and which recommends you vote in favour of the Resolutions to be proposed at the General Meeting referred to in this document. Whether or not you intend to attend the General Meeting, you are encouraged to complete and return the enclosed Form of Proxy in accordance with the instructions printed on the form.

This document should be read in conjunction with the Notice of General Meeting and Form of Proxy. Notice of a General Meeting of the Company, to be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019, is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the resolutions to be proposed at the General Meeting. To be valid the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Share Registrars, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, so as to be received as soon as possible but in any event no later than 11.00 a.m. on 25 July 2019. The completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they subsequently wish to do so.

Alexander David is the trading name of Alexander David Securities Limited, which is a private company authorised and regulated by the Financial Conduct Authority. Alexander David is acting as corporate adviser and broker to the Company in connection with the matters described in this document.

Persons receiving this document should note that Alexander David will not be responsible to anyone other than the Company for providing the protections afforded to customers of Alexander David or for advising any other person on the arrangements described in this document. Alexander David has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Alexander David for the accuracy of any information or opinions contained in this document or for the admission of any information. No representation or warranty, express or implied, is made by Alexander David as to, and no liability whatsoever is accepted by Alexander David in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued).

The new Ordinary Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States of America, any province or territory of Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland nor will the new Ordinary Shares qualify for distribution under any of the relevant securities laws of the United States of America, Canada, Australia, Japan, the Republic of South Africa and the Republic of Ireland. Accordingly, subject to certain exceptions, the new Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States of America, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

Any failure to comply with these restrictions may constitute a violation of relevant securities laws or regulations of the jurisdictions concerned.

It is the responsibility of any person receiving a copy of this document outside the United Kingdom, to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, custodians, nominees and trustees) receiving this document should not distribute or send this document into any jurisdiction when to do so would, or might contravene local securities laws or regulations.

This document does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in the Company nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor.

CONTENTS

CONTENTS

FORWARD LOOKING STATEMENTS

DIRECTORS, SECRETARY AND ADVISERS

STATISTICS

EXPECTED TIMETABLE FOR PRINCIPAL EVENTS

DEFINITIONS

LETTER FROM THE INDEPENDENT DIRECTOR

NOTICE OF GENERAL MEETING

 

FORWARD LOOKING STATEMENTS

All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Group's and/or the Enlarged Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's and/or the Enlarged Group's control that could cause the actual results, performance, achievements of or dividends paid by, the Group and/or the Enlarged Group to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's and/or the Enlarged Group's present and future business strategies and the environment in which the Group and/or the Enlarged Group will operate in the future. These forward-looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the NEX Exchange Rules.

 

DIRECTORS, SECRETARY AND ADVISERS

Directors	Charles Grant Bray Devon Jacques Marais Simon James Retter Michael Paul Staten
Company Secretary	International Registrars Limited
Company website	http://www.equatorialmining.com
Registered Office	Finsgate 5-7 Cranwood Street London EC1V 9EE
Corporate Adviser and Broker	Alexander David Securities Limited 48 Queen Victoria Street London EC4N 4SA
Registrars	Share Registrars The Courtyard 17 West Street Farnham Surrey GU9 7DR

 

STATISTICS

Number of Ordinary Shares in issue as at the date of this document	11,259,849,507
Number of Ordinary Shares in issue upon issue of the Fundraising Shares and mandatory conversion of the Convertible Loan Notes	24,299,849,507
Number of Ordinary Shares in issue upon conversion of the MS Debt (including the Ordinary Shares to be issued upon mandatory conversion of the Convertible Loan Notes and the Fundraising Shares)	25,124,849,507
Number of Consideration Shares to be issued at Completion	6,000,000,000
Number of Ordinary Shares in issue on Admission (including the Consideration Shares, the Fundraising Shares and the Ordinary Shares to be issued upon conversion of the Convertible Loan Notes and the MS Debt)	31,124,849,507
Consideration Shares as a percentage of the Enlarged Issued Share Capital	19.28%

EXPECTED TIMETABLE FOR PRINCIPAL EVENTS

Date of this document	8 July 2019
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 25 July 2019
General Meeting	11.00 a.m. on 29 July 2019
Expected date of completion of the Acquisition	30 July 2019
Admission and dealings in the Consideration Shares, the MS Conversion Shares and the CLN Shares expected to commence on the NEX Exchange Growth Market	8.00 a.m. 31 July 2019

(1)        The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company in consultation with Alexander David, in which event details of the new times and dates will be notified to NEX Exchange, and where appropriate, Shareholders.

(2)        All references in this document to times are to London, England time unless otherwise stated.

 

DEFINITIONS

The following definitions apply in this document unless the context otherwise requires:

"Acquisition Agreement"	the conditional sale and purchase agreement dated 31 May 2019 and entered into between the Vendors and the Company relating to the Acquisition, further details of which are set out in paragraph 6 of the letter from the Independent Director of EME set out in this document;
"Acquisition"	the Company's proposed acquisition of the entire issued share capital of Eastinco pursuant to the terms of the Acquisition Agreement;
"Act"	the Companies Act 2006 (as amended);
"Admission"	the admission of the Consideration Shares, the MS Conversion Shares and the CLN Shares to trading on the NEX Exchange Growth Market becoming effective in accordance with the NEX Exchange Rules;
"Alexander David"	Alexander David Securities Limited, a company registered in England and Wales with registered number 06015379, the Company's corporate adviser and broker;
"certificated form" or "in certificated form"	an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST);
"CLN Shares"	the 9,040,000,000 new Ordinary Shares to be allotted and issued by the Company upon the passing of the Resolutions pursuant to the automatic conversion of the Convertible Loan Notes;
"Company" or "EME"	Equatorial Mining and Exploration Plc, a company registered in England and Wales with registered number 07496976;
"Completion"	completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
"Consideration Shares"	up to 6,000,000,000 new Ordinary Shares to be allotted and issued by the Company at Completion to the Vendors pursuant to the terms of the Acquisition Agreement;
"Convertible Loan Notes"	the mandatorily convertible loan notes issued pursuant to the Fundraising;
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator;
"Deferred Consideration"	has the meaning given to it in paragraph 6.2 of the letter from the Independent Director of EME set out in this document;
"Directors" or "Board"	the directors of the Company whose names are set out on page 8 of this document, or any duly authorised committee thereof, and "Director" means any one of them;
"Eastinco"	Eastinco Limited, a private limited company incorporated under the laws of Rwanda;
"Enlarged Group"	the Group as enlarged by the Acquisition;
"Enlarged Issued Share Capital"	the issued share capital of the Company following the issue of the Consideration Shares, the MS Conversion Shares, the CLN Shares and the Fundraising Shares;
"Existing Ordinary Shares"	the 11,259,849,507 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on the NEX Exchange Growth Market;
"Form of Proxy"	the form of proxy accompanying this document for use in connection with the General Meeting;
"Fundraising"	the issue of the Fundraising Shares, £904,000 Convertible Loan Notes and the Warrants, as announced by the Company on 1 July 2019;
"Fundraising Shares"	the 4,000,000,000 Ordinary Shares to be issued by the Company pursuant to the Fundraising on or before 24 July 2019;
"General Meeting"	the general meeting (or any adjournment thereof) of the Shareholders to be convened pursuant to the Notice of General Meeting and to be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019;
"Group"	the Company and its subsidiary as at the date of this document;
"Independent Director"	Devon Marais;
"Kuaka Licence"	the artisanal mining license with identification number 103060841/ARM.02/MAY21/16/001 located at Giseke, Musasa Sector, Rutsiro District, Rwanda;
"Loan Notes"	non-convertible fixed rate loan notes, further details of which are set out in paragraph 6 of the letter from the Independent Director of EME set out in this document;
"MS Conversion Shares"	the issue of 825,000,000 Ordinary Shares to Michael Staten upon the conversion of the MS Debt;
"MS Debt"	£82,500 due from the Company to Michael Staten, further details of which are set out in paragraph 1 of the letter from the Independent Director of EME set out in this document;
"MS Warrants"	the 1,300,000,000 new warrants to be issued to Michael Staten in exchange for the cancellation of his existing warrants in respect of Ordinary Shares, further details of which are set out in paragraph 1 of the letter from the Independent Director of EME set out in this document;
"NEX Exchange Growth Market"	the primary market for unlisted securities operated by NEX Exchange;
"NEX Exchange Rules"	the NEX Growth Market - Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Growth Market;
"NEX Exchange"	NEX Exchange Limited, a recognised investment exchange under section 290 of Financial Services and Markets Act 2000;
"Notice of General Meeting"	the notice of general meeting set out at the end of this document convening the General Meeting;
"Ordinary Shares"	ordinary shares of £0.0001 each in the capital of the Company;
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/ 3755), as amended;
"Resolutions"	the resolutions set out in the Notice of General Meeting;
"Shareholders"	holders of Existing Ordinary Shares and "Shareholder" shall be construed accordingly;
"Takeover Code"	the City Code on Takeovers and Mergers;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on the Company's share register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction;
"Vendors"	Stephan Knoef, Daniel Hogan and Edlin Holdings Limited; and
"Warrants"	the 13,040,000,000 conditional warrants to acquire Ordinary Shares issued pursuant to the Fundraising.

 

LETTER FROM THE INDEPENDENT DIRECTOR

Equatorial Mining and Exploration Plc

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 07496976)

Directors: Charles Grant Bray Devon Jacques Marais Simon James Retter Michael Paul Staten

Registered Office: 5-7 Cranwood Street London EC1V 9EE

To Shareholders and, for information only, the holders of warrants to subscribe for Ordinary Shares

8 July 2019

Dear Shareholder,

Acquisition of Eastinco Limited

and

Notice of General Meeting

1.              Introduction and summary

The Company announced, on 3 June 2019, that it has conditionally agreed to purchase the entire issued share capital of Eastinco. The consideration payable for the Acquisition comprises the allotment and issue of the Consideration Shares and up to £8.4 million in Loan Notes.

The Company announced on 1 July 2019, that it had raised £1,304,000 in aggregate by the placing of 4,000,000,000 Ordinary Shares and the issue of £904,000 Convertible Loan Notes and 13,040,000,000 Warrants (the Fundraising). The net proceeds of the Fundraising will be used to fund the Acquisition and for working capital purposes. The Convertible Loan Notes will automatically convert into 9,040,000,000 Ordinary Shares upon the necessary approvals being obtained at the General Meeting of the Company to be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019. Further, the ability to exercise the Warrants is conditional upon the necessary authorities to issue new Ordinary Shares being granted at the General Meeting.

Upon completion of the Acquisition, the Consideration Shares will rank pari passu with the Existing Ordinary Shares. Application will be made for the Consideration Shares to be admitted to trading on the NEX Exchange Growth Market.

The Acquisition does not constitute a reverse takeover for the purposes of the NEX Exchange Rules.

As Charles Bray is a Director and also connected to one of the Vendors, Edlin Holdings Limited, the Acquisition constitutes a transaction with a director and therefore requires Shareholders' approval under section 190 of the Act.

The Acquisition is conditional on, inter alia, the Company obtaining approval from its Shareholders to grant the Board authority to allot the Consideration Shares and for the transaction with a person connected to the Director, Charles Bray. Accordingly, the General Meeting is being convened for the purpose of considering the Resolutions which will give the Directors the necessary authorities to complete the Acquisition.

Michael Staten, a director of the Company, is currently owed £82,500 by the Company and holds 220,000,000 warrants which benefit from anti-dilution protections and, as at the date of this document, will, if exercised, convert into 579,879,612 Ordinary Shares. Following the Fundraising, the warrants held by Michael Staten would allow for conversion into 1,602,933,815 Ordinary Shares. It is proposed that the debt will be converted to Ordinary Shares and the warrants held by MS will be cancelled and he will be issued 1,300,000,000 new conditional warrants on the same terms as the Warrants issued pursuant to the Fundraising (the MS Warrants). The cancellation of Michael Staten's existing warrants and the issue of the MS Warrants is a related party transaction under the NEX Exchange Rules. The Directors do not currently have sufficient authority to allot and issue the MS Conversion Shares or any Ordinary Shares pursuant to the exercise of the MS Warrants and, as set out in paragraph 11 below, are seeking approval from Shareholders to allot free of statutory pre-emption rights up to 2,125,000,000 new Ordinary Shares (comprising the MS Conversion Shares and the Ordinary Shares to be issue upon the exercise of the MS Warrants).

This document contains details about the Company, Eastinco and the Acquisition and explains why the Independent Director considers the Acquisition to be in the best interests of the Company and its Shareholders as a whole and why the Independent Director recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

2.              Background information on the Company

Equatorial Mining and Exploration Plc was established in 2012 to pursue the exploration and development of industrial mineral assets aimed at power generation and economic development in Nigeria. The initial projects were aimed at the exploitation of the huge overlooked reserves of coal, oil shale and bitumen, all three being suitable to fulfil Nigeria's dire need for domestic fuel, power generation, cement and steel manufacturing and road building. In 2018 the Company established a working relationship with ARQ Minerals (Pty) Ltd. (ARQ) who provide operational assets and expertise in Nigeria to exploit the assets. ARQ is represented on the Company's board of directors by Mr Devon Marais who is presently working with the ARQ team to identify new opportunities to exploit the coal assets in Nigeria. Further, the Company has its sights set on other solid minerals which play their role in driving Nigeria's industrial revolution, such as limestone, gypsum and specialist metals. The Company aims to become a key player in the industrialisation of Nigeria.

ARQ is in partnership with EME Mine Nigeria Limited (the Company's wholly owned subsidiary) (EMEMine), which manages the day to day running of excavation and mining activities at the St Leonard Mine in Kogi State. The initial attempt to commercialise the activities at the St Leonard coal assets was unsuccessful and presently the Company is reviewing new opportunities to exploit the asset.

In December 2018, the Company announced that Charles Bray and Michael Staten would join the board of directors. It was intended that the two new appointees, through their network of investors and corporate contacts, would provide access to both capital and new opportunities for the Company.

3.              Background information on Eastinco

Eastinco Limited was established on 6 February 2018 to conduct sustainable trading, mining and mineral development in the Rwandan mining sector. The opportunity provided is to leverage the gap in the Rwandan market for professional mining and mineral trading services and activities. In 2018 Eastinco began to search for mining co-development opportunities and negotiated an exclusive off-take and co-production agreement with the Kuaka Cooperative. Eastinco continues to negotiate off-take agreements and opportunities to co-develop or exclusively develop assets in Rwanda. Eastinco has established and maintains a strong local industry presence including a network of traders, miners and officials who provide valuable industry knowledge and insight. Additionally the founders have extensive knowledge and experience in the mining and commodity trade sector in Africa.

4.              Reasons for the Acquisition

The Company announced, on 3 June 2019, that it has conditionally agreed to purchase the entire issued share capital of Eastinco. Eastinco has concluded an exclusive joint venture contractual relationship providing for the mining and subsequent off-take of coltan ore with a local Rwandan mining co-operative. Mineral mining in Rwanda is conducted mainly as artisanal and small-scale mining (ASM). The Eastinco joint-venture agreement allows for the Company to provide needed capital to ASM operations while receiving a share in the net operating profits and with rights to purchase 100% of the coltan produced at local market prices. Following completion of the Acquisition, the Company will be positioned to modernise, mechanise, implement health and safety measures and explore the expansion of these joint-venture sites and separately pursue Rwandan and central and East African mining opportunities.

5.              Current Trading and Financial Position

The Company continues to review the operations it has in Nigeria. The Company maintains a number of licences over coal assets and its main operating business is EMEMine.

The Board reviews prospects for EMEMine with ARQ, to ascertain the best way to develop these assets. In the meantime, the assets are being maintained on a care and maintenance basis.

Funding in the year has been achieved by a way of placings to raise new capital and loans from the Directors. As part of the proposed transaction, the Fundraising will provide sufficient capital for the Company to develop its acquisition of Eastinco and to allow the business to develop.

6.              The principal terms and conditions of the Acquisition

Acquisition Agreement

On 31 May 2019, the Company entered into the Acquisition Agreement with the Vendors pursuant to which the Company has conditionally agreed to acquire the entire issued share capital of Eastinco. The purchase price for Eastinco under the Acquisition Agreement is:

6.1            initial consideration of £900,000, which will be settled at Completion by the issue of the Consideration Shares, credited as fully paid, and Loan Notes with an aggregate value of £300,000. The number of Consideration Shares issued at Completion may be reduced in the circumstances set out in paragraph 9 below. In the event the number of Consideration Shares is reduced, the value of the Loan Notes issued at Completion will be increased by an amount equal to the reduction; and

6.2            deferred consideration of up to £8.1 million (Deferred Consideration). The amount of Deferred Consideration payable (if any) will depend on the financial performance of Eastinco during the period commencing on 1 October 2019 and ending on 30 September 2020. The Deferred Consideration will be settled by the issue of Loan Notes and / or new Ordinary Shares credited as fully paid (at the Company's election). The Company will only elect to settle some or all of the Deferred Consideration by the issue of new Ordinary Shares if it is able to do so without triggering a mandatory offer obligation on the part of the Vendors and their concert parties under the Takeover Code, as more particularly described in paragraph 9 below.

Completion of the Acquisition is conditional upon (i) the passing of the Resolutions; (ii) no material adverse change having occurred in period from the signing of the Acquisition Agreement on 31 May 2019 until the completion of the Acquisition Agreement pursuant to its terms; and (iii) the Kuaka Licence having been transferred to a wholly owned subsidiary of Eastinco (in a form satisfactory to the Company).

Pursuant to the terms of the Acquisition Agreement, the Vendors are giving customary warranties to the Company. The Vendors' liability for a breach of warranty is capped at, in aggregate, £900,000. A claim under the warranties must be made within 15 months of Completion or, in the case of tax and environmental warranties, six years from Completion. The Acquisition Agreement also contains a tax indemnity in favour of the Company and is governed by the law of England and Wales.

Loan Notes

On Completion, the Company will enter into a loan note deed creating an aggregate of £8.4 million in Loan Notes. At Completion and upon determination of the Deferred Consideration (if any) payable pursuant the Acquisition Agreement, the Company will issue the relevant number of Loan Notes to the Vendors. The loan notes are transferable, bear interest at 8 per cent. per annum and are redeemable in various circumstances after completion of the Acquisition.

7.              Related party transactions and shareholder approval

Charles Bray, a director of EME, is connected to a shareholder of Eastinco and has been a director of EME during the twelve months preceding the Acquisition. As a result, the Acquisition is a related party transaction under the NEX Exchange Rules.

As Charles Bray is connected to one of the Vendors, the proposed acquisition by the Company of the shares in Eastinco will require the approval of the Shareholders of the Company pursuant to section 190 of the Act. The notice of General Meeting contains details of the Resolutions to be proposed in this respect. Completion of the Acquisition is conditional upon, inter alia, Shareholders' approval being obtained.

As Michael Staten has been a director of the Company during the twelve months preceding the Acquisition, the proposed conversion of the MS Debt, issue of the MS Conversion Shares and issue of the MS Warrants are related party transactions under the NEX Exchange Rules.

8.              Lock-in and orderly market provisions

Pursuant to the Acquisition Agreement the Vendors have undertaken to the Company that, subject to certain limited exceptions, they will not sell or dispose of any of their respective interests in the Consideration Shares for a period of 18 months following Completion (the Lock-In Period).

Further, the Vendors have undertaken to the Company that, subject to certain limited exceptions, any sale or disposal by the Vendors of any of their respective interests in the Consideration Shares held by them at any time during the period of 12 months following the end of the Lock-In Period, will be brokered through the Company's broker from time to time.

9.              Takeover Code

The Takeover Code applies to the Company. Under the Takeover Code, if an acquisition of Ordinary Shares were to increase the aggregate holding of the acquirer and its concert parties to Ordinary Shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of The Panel on Takeovers and Mergers) to make a cash offer for the outstanding Ordinary Shares in the Company at a price not less than the highest price paid for Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of Ordinary Shares by a person holding (together with its concert parties) Ordinary Shares carrying between 30 per cent. and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person's percentage of the voting rights.

The Consideration Shares will constitute 19.28% of the issued share capital of the Company as at Completion (assuming the issue of (i) the MS Conversion Shares, upon the conversion of the MS Debt, (ii) the CLN Shares, upon the conversion of the Convertible Loan Notes, and (iii) the Fundraising Shares).

For the purposes of the Takeover Code, Michael Staten, a director of EME, is considered to be acting in concert with Charles Bray and the Vendors (collectively, the "Concert Party"). Accordingly, the aggregate interests in Ordinary Shares held by members of the Concert Party will constitute 23.69% of the issued share capital of the Company at Completion (assuming the issue of (i) the MS Conversion Shares, upon the conversion of the MS Debt, (ii) the CLN Shares, upon the conversion of the Convertible Loan Notes, and (iii) the Fundraising Shares). In addition, upon cancellation of the warrants currently held by Michael Staten and the issue of the MS Warrants, MS will hold warrants in respect of 1,300,000,000 Ordinary Shares.

The Acquisition Agreement provides that in the event that the issue of the Consideration Shares would result in the Concert Party being interested in shares which carry 29.9% or more of the voting rights of the Company, (i) the number of Consideration Shares shall be reduced such that the Concert Party are interested in 29.9% of the voting rights of the Company; and (ii) the number of Loan Notes issued pursuant to the Vendors shall be increased by the aggregate nominal value of any such reduction. Further, the Acquisition Agreement provides the Company with the flexibility to settle some, or all, of the Deferred Consideration by the issue of new Ordinary Shares. The Company will only elect to settle some or all of the Deferred Consideration by the issue of new Ordinary Shares, instead of Loan Notes, if it is able to do so without triggering a mandatory offer obligation on the part of the Vendors and their concert parties under the Takeover Code.

10.            Settlement and dealings

Application will be made for the Consideration Shares, the MS Conversion Shares and the CLN Shares to be admitted to trading on the NEX Exchange Growth Market. It is expected that Admission will occur at 8.00 a.m. on 31 July 2019.

The Consideration Shares, the MS Conversion Shares and the CLN Shares will rank pari passu in all respects with the Ordinary Shares in issue when they are issued and allotted, including the right to receive all dividends and other distributions declared, made or paid on such Ordinary Shares on or after the date on which such Consideration Shares are issued and allotted.

11.            General Meeting

The Directors do not currently have sufficient authority to allot and issue the Consideration Shares, the CLN Shares, the MS Conversion Shares or the MS Warrants, and may in future need additional authority for further Ordinary Shares, or options or warrants relating to Ordinary Shares, to be issued and allotted to raise cash in connection with the cash required to redeem the Loan Notes. In addition, the Directors may wish to issue and allot Ordinary Shares to raise money to fund the development of the Company from time to time and/or for general working capital purposes.

Accordingly, the Directors are seeking the approval of Shareholders at the General Meeting to allot the Consideration Shares, to allot free of statutory pre-emption rights up to 29,705,000,000 further Ordinary Shares, and to approve the transaction with Edlin Holdings Limited, a company connected to Charles Bray, a Director.

You will find set out at the end of this document a Notice of General Meeting of the Company to be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019 at which the Resolutions will be proposed.

The Resolutions to be passed at the General Meeting are as follows:

(1)    Allotment of Ordinary Shares

Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot (i) Ordinary Shares up to a nominal amount of £600,000 in respect of the Consideration Shares to be issued in connection with the Acquisition (representing approximately 19.28 per cent. of the Enlarged Issued Share Capital); and (ii) relevant securities up to an aggregate nominal amount of £2,970,500 (representing approximately 95.44 per cent. of the Enlarged Issued Share Capital) provided that such authority shall expire on the date being fifteen months from the date of the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of the Company.

(2)    Substantial property transaction

Resolution 2, which will be proposed as an ordinary resolution, is to approve the acquisition by the Company from Edlin Holdings Limited, an entity connected to Charles Bray, a director of the Company, of shares in Eastinco in accordance with the requirements of section 190 of the Act.

(3)    Dis-application of pre-emption rights

Resolution 3, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, grants authority to the Directors to allot equity securities for cash on a non-pre-emptive basis up to an aggregate nominal amount of £2,970,500 (representing approximately 95.44 per cent. of the Enlarged Issued Share Capital) provided that such authority shall expire on the date being fifteen months from the date of the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of the Company.

The majority required to pass resolution 3 above is not less than 75 per cent. of the votes cast. Resolutions 1 and 2 above require a simple majority of the votes cast.

Shareholders should read the Notice of General Meeting at the end of this document for the full text of the Resolutions and for further details about the General Meeting.

12.            Action to be taken

Set out at the end of this document you will find a notice convening a General Meeting to be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019 to consider and, if thought fit, approve the Resolutions.

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by the Company's registrars, Share Registrars, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, not later than 11.00 a.m. on 25 July 2019. The completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

13.            Recommendation

The Independent Director considers that the Resolutions are in the best interests of the Company and would promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, the Independent Director recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Yours faithfully

Devon Marais

 

EQUATORIAL MINING AND EXPLORATION PLC

(Registered and incorporated in England and Wales with company number 07496976)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting of Equatorial Mining and Exploration Plc (the "Company") will be held at 10 Grosvenor Gardens, London, SW1W 0DH at 11.00 a.m. on 29 July 2019 to consider and, if thought fit, to pass the following resolutions which in the case of Resolutions 1 and 2 will be proposed as ordinary resolutions and in the case of Resolution 3 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

1.              THAT, in accordance with section 551 of the Companies Act 2006 (the "Act"), the directors of the Company be and are generally and unconditionally authorised to allot shares in the Company and rights to subscribe for or convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities"):

1.1            up to a maximum nominal amount of £600,000 (in connection with the proposed acquisition of the entire issued share capital of Eastinco Limited as described in the circular of the Company dated 8 July 2019 accompanying the notice of general meeting (the "Circular") but for no other purpose); and

1.2            up to an aggregate nominal amount of £2,970,500 (otherwise than pursuant to resolution 1.1 above) representing approximately 95.44 per cent. of the Company's Enlarged Issued Share Capital (as defined in the Circular),

provided that this authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require relevant securities to be allotted after such expiry and, the directors may allot relevant securities in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot relevant securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

2.              THAT, the purchase by the Company of 1,200 shares in Eastinco Limited for the consideration described in the Circular, from Edlin Holdings Limited, a Company connected to Charles Bray, being a director of the Company, be approved for the purposes of section 190 of the Act.

3.              THAT, subject to the passing of Resolution 1 above, the directors be given the general power to allot equity securities (as defined by section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 1, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £2,970,500 representing approximately 95.44 per cent. of the Company's Enlarged Issued Share Capital (as defined in the Circular), provided that the power granted by this resolution will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and, the directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

Registered Office:

Finsgate

5-7 Cranwood Street

London EC1V 9EE

By order of the Board:

International Registrars Limited

Company Secretary

8 July 2019

Explanatory Notes:

Entitlement to attend and vote

1.              The Company specifies that only those members registered on the Company's register of members at:

·    11.00 a.m. on 25 July 2019; or

·    if this Meeting is adjourned, at 11.00 a.m. on the day two days prior to the adjourned meeting,

shall be entitled to attend and vote at the Meeting in accordance with Regulation 41 of the Uncertificated Securities Regulations 2001. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

2.              If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3.              A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

4.              You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to more than one share. To appoint more than one proxy please refer to the notes on the Proxy Form.

Appointment of proxy using hard copy proxy form

5.              The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:

·    completed and signed;

·    sent or delivered to Share Registrars Limited; and

·    received by Share Registrars Limited no later than 11.00 a.m. on 25 July 2019.

6.              In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

7.              Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

8.              Please note that communications regarding the matters set out in this Notice of General Meeting will not be accepted in electronic form, other than as specified in the enclosed proxy form.

Appointment of proxy by joint members

9.              In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

10.            To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

11.            Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited.

12.            If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

13.            In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited.

14.            In the case of a member which is a Company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.

15.            Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

16.            The revocation notice must be received by Share Registrars Limited no later than 11.00 a.m. on 25 July 2019.

17.            If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

18.            Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

 

END

 

 

NEXBXGDRRUGBGCI