Cancellation of Warrants, Placing and Update

RNS Number : 9584H

Premier African Minerals Limited

16 March 2018

 

Premier African Minerals Limited / Ticker: PREM / Index: AIM / Sector: Mining

For immediate release

16 March 2018

Premier African Minerals Limited

Cancellation of Darwin Warrants, Placing and Corporate Update

The Board of Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce a placing today to raise £400,000 before expenses at an issue price of 0.16 pence per new ordinary share, the net proceeds of which will be used to cancel all the existing warrants held by Darwin Capital Limited ("Darwin") and for general working capital purposes.

Cancellation of Darwin Warrants

The Company has agreed with Darwin that the entire holding of 205,354,165 warrants held by Darwin will be cancelled for a cash payment by Premier of £145,000. The Board believes that the continuing existence of the warrants, which have downwards adjustable exercise prices, and which required Darwin's advance permissions for certain share issuance, created an overhang and that the cancellation is in shareholder's best interests. The payment for the warrant cancellation reflected the Board's assessment of the fair value of the Darwin warrants based on a Black Scholes valuation.

Placing

Premier has today issued by way of a placing ("Placing"), conditional on admission 250,000,000 new ordinary shares of 0.1 pence each ("Placing Shares") at a subscription price of 0.16 pence per Placing Share. The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares. Application will be made for the Placing Shares to be admitted to trading on AIM and admission is expected to take place on or around 22 March 2018. The Placing has been undertaken within the Company's existing share authorities.

Corporate update on RHA Tungsten Mine ("RHA")

As announced on 16 January 2018, the Board had commenced discussions with the National Indigenisation and Economic Development Fund ("NIEEF") which has an interest of 51% in RHA in respect of agreeing a mechanism to restructure its ownership of RHA. These discussions continue and a further announcement will be made in due course.

Total Voting Rights

Following the issue of the Placing Shares, the Company's issued share capital consists of 6,822,936,370 Ordinary Shares, with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Special note concerning the Market Abuse Regulation

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

George Roach, Premier's CEO, commented: "The existence of the warrants constituted a capital overhang and a potential difficulty in concluding negotiations currently underway. Worth noting that no additional shares have been issued to Darwin in closing out their warrant position.

Premier will bring the discussions with NIEEF to finality in the very near future. Premier proposed and the board of NIEEF are in principle supportive to the conversion of Premier's loan account into equity in RHA, Premier would as a result of this conversion own 90% of RHA. We are assured that the current procedural delays will not persist.

We are encouraged with how our discussions with potential partners to progress Zulu have advanced. Refinements to the work programs and DFS process and requirements are ongoing and we expect that as soon as the persistent rains abate, and we bring the discussions underway to finality, accelerated work will resume at this very exciting deposit."

Enquiries:

Fuad Sillem	Premier African Minerals Limited	Tel: [phone]
Michael Cornish / Roland Cornish	Beaumont Cornish Limited (Nominated Adviser)	Tel: [phone]
Jerry Keen/Edward Mansfield	Shore Capital Stockbrokers Limited	Tel: [phone]

Notes to Editors:

Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and natural resource development company focused in Southern and Western Africa with production started at its flagship RHA project in Zimbabwe.

The Company has a diverse portfolio of projects, which include tungsten, rare earth elements, lithium and tantalum in Zimbabwe, encompassing brownfield projects with near-term production potential to grass-roots exploration. In addition, the Company holds 5,010,333 shares in Circum Minerals Limited ("Circum"), the owners of the Danakil Potash Project in Ethiopia, which has the potential to be a world class asset. Premier also has an interest in Casa Mining Limited, a privately-owned exploration company that has a 71.25% interest in the 1.5-million-ounce inferred resource Akyanga gold deposit in the DRC.

Forward Looking Statements:

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

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

ENDS

 

END

 

 

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