Replacement - Completion of Acquisition & Placing

RNS Number : 5143R

FinnAust Mining PLC

09 March 2016

 

9 March 2016

FinnAust Mining plc ('FinnAust' or the 'Company')

Replacement - Completion of Acquisition of Bluejay Mining Limited and Placing

This announcement replaces the "Completion of Acquisition of Bluejay Mining Limited and Placing" announcement released on 8 March 2016 at 7.00 a.m. with RNS Number 3249R.

The paragraph and table under the heading "Directors' shareholdings and significant shareholders" contained certain incorrect figures. These figures have been corrected. In addition, the date of expiry of the Option has been corrected to 8 March 2020. The full amended text is shown below. All other details remain unchanged.

FinnAust Mining plc / EPIC: FAM / Market: AIM / Sector: Mining

8 March 2016

FinnAust Mining plc ('FinnAust' or the 'Company')

Completion of Acquisition of Bluejay Mining Limited and Placing

FinnAust Mining plc, the AIM listed exploration company with projects in Greenland, Finland and Austria, announces that it has completed the acquisition of a 60% stake in Bluejay Mining Limited ('Bluejay') following receipt of change of control consent from the Greenlandic authorities.  The associated Placing, announced on 9 December 2015, has also now completed.  Accordingly, FinnAust now holds a majority interest in the 126sq km high grade Pituffik titanium project in Greenland, which has been proven to host an unusually pure titanium occurrence with three highly prospective target areas identified.

Defined terms used in this announcement shall have the same meaning as those terms defined and used in the circular of the Company dated 8 December 2015 and is available at www.finnaust.com.

Bluejay Acquisition

Following the consent of the Greenlandic authorities to the change of control of the Mineral Exploration Permit held by Bluejay, the Bluejay Acquisition and the Placing have become unconditional.  Accordingly, the Initial Consideration Shares, being 123,900,000 new ordinary shares of 0.01p each, have been issued to the Bluejay Vendors and the 10,000,000 Placing Shares have been issued and allotted by the Company.

The deferred consideration of 40,755,885 new ordinary shares of 0.01p each ("Deferred Consideration Shares") will only become due if Bluejay is granted a mineral exploration permit over the offshore Pituffik project area and if the issue of the Deferred Consideration Shares does not trigger a mandatory offer pursuant to Rule 9 of the Takeover Code.

Under the terms of the Bluejay Acquisition, the Company has also been granted an option by the Bluejay Vendors to acquire the remaining 40% of Bluejay for the sum of £594,393 to be satisfied by the issue of 108,071,388 new ordinary shares of 0.01p each to the Bluejay Vendors, pro rata, to their respective holdings in Bluejay. The Option will be exercisable for a period of four years from the date of completion of the Bluejay Acquisition, so until 8 March 2020. The exercise of the Option is solely at the Company's discretion. Shareholders should note that the Option will not be exercised if it would trigger a reverse takeover pursuant to the AIM Rules for Companies or if it were to trigger a mandatory offer pursuant to Rule 9 of the Takeover Code.

Placing

The Company has placed 10,000,000 new ordinary shares of 0.01p each following the receipt of subscriptions at a price of 2 pence per share from Western Areas, the Company's largest shareholder, and the Bluejay Placees. The Placing Price represents a premium of 264 per cent. to the Company's closing mid-market share price of 0.55 pence on 7 December 2015, the day prior to the posting of the circular to Shareholders in respect of the Bluejay Acquisition. The Placing has raised funds of £200,000 which will be applied to the Company's working capital requirements and the progression of the Pituffik Project.

Issue of Equity

Application has been made for the Placing Shares and the Initial Consideration Shares to be admitted to trading on AIM. Dealings are expected to become effective on or around 11 March 2016. Following the issue of the Placing Shares and the Initial Consideration Shares, the Company has 483,918,876 ordinary shares of 0.01 pence each in issue.

Directors' shareholdings and significant shareholders

Further to the issue of the Placing Shares and Initial Consideration Shares, the Bluejay Vendors collectively hold 129,930,004 shares in the Company which represents 26.85 per cent. of the Enlarged Issued Share Capital and Western Areas holds 183,611,112 shares in the Company which represents 37.94 per cent. of the Enlarged Issued Share Capital.

Further details of the shareholdings of the Bluejay Vendors (including Rod McIllree and Greg Kuenzel who are also directors of the Company) and Western Areas are set out below:

Shareholder name	Interest in existing ordinary shares of 0.01p each	Percentage interest in existing ordinary shares of 0.01p each	No. of Placing Shares	No. of Initial Consideration Shares	Interest in ordinary shares of 0.01p each on completion of the Placing and the Bluejay Acquisition	Percentage Interest in ordinary shares of 0.01p each on completion of the Placing and the Bluejay Acquisition
Roderick McIllree*	Nil	Nil	Nil	42,966,685	42,966,685	8.88
Jeremy Whybrow	1,000,000	0.29	4,470,549	42,966,685	48,437,234	10.01
Gregory Kuenzel*	30,000	0.01	Nil	17,365,791	17,395,791	3.59
Shaun Bunn	Nil	Nil	529,451	13,119,788	13,649,239	2.82
Garth Palmer	4	0.00	Nil	7,481,051	7,481,055	1.55
Bluejay Vendors Total	1,030,004	0.29	5,000,000	123,900,000	129,930,004	26.85
Western Areas	178,611,112	51.03	5,000,000	Nil	183,611,112	37.94
Concert Party Total	179,641,116	51.32	10,000,000	123,900,000	313,541,116	64.79

*Director of the Company

Voting Rights

Following the issue of the Placing Shares and Initial Consideration Shares described above, the issued share capital of the Company will consist of 483,918,876 Ordinary Shares.  No shares were held in treasury at the date of this announcement.  The total current voting rights in the Company are therefore 483,918,876.

The above total current voting rights number is the figure which may be used by shareholders 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 Company.

**ENDS**

For further information please visit www.finnaust.com or contact:

Roderick McIllree	FinnAust Mining plc	[phone]
Graham Marshall	FinnAust Mining plc
Ewan Leggat Laura Harrison	SP Angel Corporate Finance LLP SP Angel Corporate Finance LLP	[phone]
Elisabeth Cowell	St Brides Partners Ltd	[phone]
Charlotte Heap	St Brides Partners Ltd

 

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