Issue of Equity and notice of GM

RNS Number : 1500P

Vane Minerals PLC

29 September 2011

 



29 September 2011

VANE Minerals plc (AIM:VML)

("VANE" or the "Company")

Intention to raise £1,160,000 by way of a placing

VANE today announces its intention to raise £1,160,000 by way of a placing.

Summary of the Placing

-      The Company proposes to raise £1,160,000 (before expenses) by way of a conditional placing of 116,000,000 new Ordinary Shares of 0.1 pence each at a price of 1 pence per share

-      Placing Shares have been conditionally placed with institutional and other investors and certain Directors, subject, inter alia, to the passing of the Resolutions at the General Meeting and Admission

-      Subject to approval by Shareholders at a General Meeting to be held at 10.00 a.m. on 26 October 2011

-      The net proceeds of the Placing will be used to accelerate the Company's planned copper porphyry exploration programme in the southern United States; enable the Company to bring additional sources of ore online in Mexico for processing at its SDA mill; support its uranium exploration programme; and investigate possible asset acquisitions

-      Interim results for the six months to 30 June 2011 announced today

David Newton, CEO, commented: "I am delighted that we are able to announce a proposed placing of £1,160,000.  The financing will allow us to accelerate our copper porphyry exploration programme in the United States, increase the processing at the SDA mill and allow us to investigate possible asset acquisitions."

For further information, please contact:

VANE Minerals Plc	[phone]
David Newton Matthew Idiens
Allenby Capital	[phone]
Brian Stockbridge/Alex Price
Threadneedle Communications	[phone]
Laurence Read/ Beth Harris

Allenby Capital Limited ("Allenby"), which is regulated by the Financial Services Authority, is acting as nominated adviser and broker to the Company in relation to the Placing.  Allenby will be not responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person on the contents of this announcement or any transaction or arrangement referred to herein.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States, Canada, Australia, the Republic of Ireland or Japan.

This announcement contains forward looking statements that involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of VANE, or industry results to be materially different from any future results, performance, developments or achievements expressed or implied by such forward looking statements.

Placing of 116,000,000 new Ordinary Shares of 0.1 pence each at 1 pence per new Ordinary Share

1. Introduction

The Company proposes to raise £1,160,000 (before expenses) through the issue of 116,000,000 new Ordinary Shares at 1 pence per share.  The Placing Price represents a discount of approximately 66.67 per cent. to the closing mid-market price of 1.50 pence per Ordinary Share on 28 September 2011, being the last dealing day prior to this announcement. Having considered the price at which the Ordinary Shares are currently traded, and other market factors, the Directors have resolved that the Placing Price is appropriate. The Placing Shares will represent approximately 26.19 per cent. of the Company's Enlarged Share Capital. 

Pursuant to the terms of the Placing Agreement, Allenby, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement is conditional, inter alia, upon the passing of the Resolutions at the GM and Admission becoming effective on or before 8.00 a.m. on 7 November 2011. The Placing Agreement contains provisions entitling Allenby to terminate the Placing Agreement at any time prior to Admission in certain circumstances. If this right is exercised the Placing will not proceed. The Placing has not been underwritten by Allenby.

The Directors are also seeking shareholder approval at the GM for the authority to allot equity securities for cash outside the shareholders' statutory pre-emption provisions in respect of the Placing Shares and to adjust the existing share authorities to a more appropriate level following completion of the Placing.

A circular containing the Notice of GM will shortly be sent shortly to Shareholders seeking Shareholder approval to effect these proposals.

2. Background to and reasons for the Placing

The Directors believe that there is currently an opportunity to raise funds from a small number of institutional and other investors rather than by offering all Shareholders the opportunity to acquire further shares and that this opportunity may not be present in the future given the current uncertain market conditions. The Directors believe that the additional cost and delay incurred in connection with any such offer would not have been in the best interests of the Company.

The Placing funds will enable the Company to accelerate its planned copper porphyry exploration programme in the southern United States as well as enabling the Company to bring additional sources of ore online in Mexico for processing at its SDA mill.  The Company has permitting finalised on the McGhee Peak project in New Mexico and property positions have been established at Bouse (in Arizona) and Railroad, Peg Leg, Lone Hills and Cherry Creek (New Mexico). It is expected that all of these prospects will be drilled in the next 18 months whilst the Company also intends to establish further property positions.  The Directors believe that the Placing will give the Company sufficient working capital for the next 12 months to pursue the proposed programme. However, exploration costs are difficult to predict and if they prove to be higher than anticipated, or in the event of unforeseen circumstances, further capital may be required.  The Company may also need to refinance or restructure any outstanding convertible loan notes in 2012.  There can be no certainty as to the terms or availability of such funding.

3. Admission and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on 27 October 2011.

The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared following Admission.

4. Director's participation

As part of the Placing, David Newton, CEO, has agreed to subscribe for 500,000 Placing Shares at the Placing Price.  Following admission, Mr Newton will be interested in 500,000 Ordinary Shares, representing approximately 0.11 per cent. of the Enlarged Share Capital. 

In addition, Sir Richard Needham, Chairman, has agreed to subscribe for 1,000,000 Placing Shares at the Placing Price. Following admission, Sir Richard will be interested in 1,750,000 Ordinary Shares, representing approximately 0.40 per cent. of the Enlarged Share Capital.

 5. Recommendation

The Directors consider that the Placing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM, as they have irrevocably agreed to do in respect of their aggregate interests of 32,171,880 Ordinary Shares (representing approximately 9.84 per cent. of the Company's current issued Ordinary Shares).

6. Shareholder circular

The circular due to be sent out to Shareholders shortly contains the Notice of GM at which the Resolutions will be proposed for the purposes of implementing the Placing.

Copies of the circular will be available, free of charge, at the registered office of the Company and the offices of Allenby, Claridge House, 32 Davies Street, London W1K 4ND during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this document. This document will also be available on the Company's website, www.vaneminerals.com.

Placing Statistics

Number of Existing Ordinary Shares in issue	326,923,658
Placing Price per Placing Share	1 pence
Number of Placing Shares being placed on behalf of the Company	116,000,000
Enlarged Share Capital following Admission of the Placing Shares	442,923,658
Number of Placing Shares as a percentage of the Enlarged Share Capital	26.19%
Estimated net proceeds receivable by the Company	£1.05m

Definitions

The following definitions apply throughout this document, unless the context requires otherwise

"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules.
"AIM"	the market of that name operated by London Stock Exchange.
"Board" or "Directors"	directors of the Company.
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form.
"Enlarged Share Capital"	the Ordinary Shares in issue immediately following Admission.
"Existing Ordinary Shares"	the 326,923,658 Ordinary Shares of 0.1 pence each in the capital of the Company in issue at the date of the circular to be sent to Shareholders.
"Ordinary Shares"	the ordinary shares of 0.1 pence each in the capital of the Company.
"Placees"	subscribers for Placing Shares.
"Placing"	the conditional placing by Allenby of the Placing Shares with the Placees.
"Placing Agreement"	the agreement dated 28 September 2011 between the Company and Allenby relating to the Placing.
"Placing Price"	1 pence per Placing Share.
"Placing Shares"	the 116,000,000 new Ordinary Shares to be issued pursuant to the Placing.
"Proposals"	the Placing.
"Resolutions"	the resolutions to be passed and the General Meeting, further details of which are contained in the circular to be sent to Shareholders.
"Shareholders"	holders of Ordinary Shares.
"United States"	the United States of America.

 

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