Offer to raise approx. £500,000 via PrimaryBid

RNS Number : 0222X

Premier African Minerals Limited

20 November 2017

 

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

For immediate release

20 November 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

PREMIER AFRICAN MINERALS LIMITED IS AN EARLY STAGE NATURAL RESOURCES EXPLORATION, DEVELOPMENT AND PRODUCTION COMPANY, IF YOU HAVE ANY DOUBTS AS TO THE RISKS INVOLVED YOU SHOULD SEEK ADVICE FROM A FINANCIAL ADVISER WHO IS DULY AUTHORISED UNDER THE FSMA TO ADVISE ON SUCH FINANCIAL INVSETMENTS.

Premier African Minerals Limited

("Premier" or the "Company")

Institutionally Underwritten Offer to raise approximately £500,000 via PrimaryBid ("Primary Bid Offer") to Advance the Zulu Lithium Project

Premier African Minerals Limited (AIM:PREM), the London-quoted mining and exploration company, is pleased to announce a fully underwritten offer to raise £500,000 (before expenses) by the issue and allotment by the Company of 125,000,000 new ordinary shares each in the Company ("New Ordinary Shares") at an offer price of 0.40 pence per New Ordinary Share, being today's closing bid-price.  

The Company is pleased to provide existing shareholders, private and other investors the opportunity to participate in the fundraising by applying exclusively through the www.PrimaryBid.com platform under the Offer. In order to comply with the Prospectus Directive, the Company will ensure that funds raised from individual investors investing less than €100,000 in a 12-month period does not exceed €5,000,000. PrimaryBid does not charge investors any commission for this service.

With the RHA Tungsten Mine underground development fully funded as previously announced and following the completion of the Company's robust Scoping Study at Zulu Lithium and Tantalum ("Zulu"), the Company intends that the net proceeds of the Offer will only be applied towards:

·     Advance current successful exploration programme at the Zulu Lithium and Tantalum Project;

·     Flowsheet optimisation through further bulk metallurgical testwork;

·     Increase and upgrade the existing Maiden Mineral Resource Estimate; 

·     Advance discussions with strategic groups with the view to conclude a joint venture or other acceptable strategic alliance intended to advance shareholder interest; 

·     General working capital associated therewith. 

Highlights

·     Offer at 0.4 pence per New Ordinary Share ("Issue Price") to raise an aggregate of approximately £500,000 (before expenses).

·     The Offer, which is described below, is fully underwritten by a financial institution.

·     Following the completion of the robust Scoping Study completed at the Zulu Lithium and Tantalum ("Zulu"), the Company intends that the net proceeds of the Offer will only be applied towards:

o  Advance current exploration programme at Zulu;

o  Flowsheet optimisation through further bulk metallurgical testwork Increase and upgrade the existing Maiden Mineral Resource Estimate; 

o  Advance discussions with strategic groups with the view to conclude a joint venture or other acceptable strategic alliance intended to advance shareholder interests, and 

o  General working capital associated therewith. 

·     The Company values its private investor base and is therefore opening the Offer to individual and institutional investors exclusively on PrimaryBid.com from 4.32p.m. on 20 November 2017 to 9p.m. on 20 November 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

·     Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.

·     Any investment request over £50,000 will first require the Company's consent.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on [phone].

The fundraising is expected to be completed and the results of it announced on 21 November 2017.

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]
Jon Belliss	Beaufort Securities Limited	Tel: [phone]
Charles Goodwin/ Harriet Jackson	Yellow Jersey PR Limited	Tel: [phone]
Dave Mutton	PrimaryBid Limited	Tel: [phone]

Beaumont Cornish Limited is acting solely as the Company's Nominated Adviser for the purposes of the AIM Rules and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement and is not acting in respect of the PrimaryBid Offer nor providing any advice in relation thereto.

Introduction

The Company today announces an underwritten Offer of £500,000 (before expenses) through the issue and allotment by the Company of an aggregate of 125,000,000 new ordinary shares each in the Company ("New Ordinary Shares") at a price of 0.4 pence per New Ordinary Share ("Issue Price").

The Company values its private investor base which has supported the Company alongside institutional investors over several years.  Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the fundraising. The Company is therefore making the Offer exclusively through PrimaryBid.com.  

Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.

The Offer

Details of the Offer

The Company is raising a total of approximately £500,000, before expenses. Approximately 125,000,000 New Ordinary Shares are available pursuant to the Offer at the Issue Price, payable in full on acceptance.

In order to comply with the Prospectus Directive, the Company will ensure that funds raised from individual investors investing less than €100,000 in a 12 month period does not exceed €5,000,000. The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules.  As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Company offers for subscription under the Offer up to 125,000,000 New Ordinary Shares at the Issue Price to raise approximately £500,000 with a minimum subscription of £1,000 per investor. The Offer is fully underwritten and is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

The maximum investment amount under the Offer for any investor is £50,000.  Any investment request over £50,000 will first require the Company's consent.

The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.  The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 27 November 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Investors should make their own investigations into the merits of an investment in the Company.  Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks.  Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares.  Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

Expected Timetable of Principal Events

Announcement of the Offer	20 November 2017
Closing of subscriptions on PrimaryBid.com	9:00 p.m. on 20 November 2017
Announcement of result of the Offer	21 November 2017
Admission and commencement of dealings in the New Ordinary Shares on AIM	By 8:00 a.m. on 27 November 2017

Definitions

"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"Euroclear"	Euroclear UK & Ireland Limited
"Prospectus Rules"	the Prospectus Rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market
"Restricted Jurisdictions"	United States of America, Canada, Australia, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the performance, results of statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. This announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Beaumont Cornish Limited or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

ENDS

 

END

 

 

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