Convertible Loan Note Conversion & Issue of Equity

RNS Number : 5295I

Red Rock Resources plc

30 May 2014

 



Red Rock Resources Plc

("Red Rock" or the "Company")

Convertible Loan Note Conversion & Issue of Equity

30 May 2014

Red Rock is pleased to announce that it has issued 113,756,996 new ordinary shares to new and existing shareholders at a price of £0.002279 in order to raise gross proceeds of £259,252.19.  Simultaneously, YA Global Master SPV, Ltd has converted £90,675.92 of its outstanding convertible loan into 39,787,592 shares also at a price of £0.002279 (together the "Issuance").

Convertible Loan Note Conversion

YA Global Master SPV, Ltd. ('YA Global'), which is advised by Yorkville Advisors LLC ('Yorkville'), has converted £90,675.92 of its £550,000 unsecured Convertible Bonds, which are due for repayment in April 2015, into 39,787,592 ordinary shares of 0.1 pence each ("Shares") in the Company under the terms of the Convertible Bond Instrument ("Convertible") as announced on 30 April 2014, at a price of £0.002279 per Share, the ("Conversion").  

Following the Conversion YA Global will hold 39,787,592 Shares or 2.1% of the Company's total voting rights.      

As announced on 30 April 2014, the proceeds of the Convertible Note have been applied to debt reduction and have provided additional working capital.

Placing

Additionally, the Company has placed a total of 113,756,996 Shares in the Company at a price of £0.002279 (the "Placing") with new and existing shareholders (the "Placees"). 

Of the Placees, Regency Mines plc has agreed to subscribe for 21,939,447 Shares at £0.002279 in settlement of shared costs and obligations. Following the Issuance Regency Mines plc will hold 189,619,006 Shares representing 10.20% of the Company's total voting rights.    

Directors' Participation

The Directors and persons connected to the Directors have also participated in the Issuance, subscribing for a total of 30,342,563 Shares at a price of £0.002279.  A summary of new Shares issued to Directors, and persons connected to the Directors, and their resulting holdings is provided below. 

Directors	Existing Shareholding	New Shares subscribed for per the Issuance	Total Shareholding following the Issuance	% of Issued Share Capital following the Issuance
Andrew R M Bell	3,942,312	4,500,000	8,442,312	0.45%
James F Ladner	3,514,747	6,000,000	9,514,747	0.51%
Michael C Nott	4,638,482	13,842,563	18,481,045	0.99%
John Watkins	5,988,482	6,000,000	11,988,482	0.64%
Total	18,084,023	30,342,563	48,426,586	2.59%

Included in the above numbers are Shares held indirectly by the Directors as follows:

Each Director indirectly holds 2,738,482 Shares held by the Share Incentive Plan Trustees. In addition, Andrew Bell holds 140,000 Shares through Hartmann Capital Nominees Limited, Michael C Nott indirectly holds 7,575,000 shares through Anna Nott, John Watkins holds 2,000,000 Shares through Diane Mary Watkins and James F Ladner holds 776,265 Shares through an undisclosed nominee which are pledged as collateral for a loan.

The Placing is conditional upon the new Shares being admitted to trading on AIM. Application will be made to the London Stock Exchange for the 153,544,588 new shares to be issued under the Issuance, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading and dealings are expected to commence at 8.00 a.m. on or around 5 June 2014.

Following the issue of the 153,544,588 new shares the issued share capital of the Company will consist of 1,859,201,188 Shares with voting rights. No Shares are held in Treasury.

The above figure of 1,859,201,188 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 a change to their interest in the Company under the Disclosure and Transparency Rules.

Andrew Bell, Chairman, states: "The participation of every director in the placing signals our firm ongoing commitment to the success of the business. We have been working unremittingly to improve the financial position of the Company.  These share issues further strengthen the balance sheet and are part of the continuing process of repositioning the Company through asset sales, project development, cost and debt reduction efforts, and a renewed focus on African gold exploration."          

For further information contact:

Andrew Bell 0207 747 9990 or 0776 647 4849                Chairman Red Rock Resources plc

Colin Aaronson / David Hignell 0207 383 5100             NOMAD Grant Thornton UK LLP

Nick Emerson 01483 413500                                            Broker SI Capital Ltd.

Saif Janjua 0207 382 8416                                                Joint Broker Beaufort Securities Ltd

Rupert Trefgarne 0203 128 8817                                      Media Relations MHP Communications

 

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