Subscriptions and Placing to Raise £4.75 million

RNS Number : 4549M

IronRidge Resources Limited

11 May 2020

 

11 May   2020

IronRidge Resources Limited

Placing and Subscription to raise £ 4.75 million

IronRidge Resources Limited (AIM: IRR, "IronRidge" or the "Company") is pleased to announce that it has conditionally raised £ 4.75 million before expenses through a placing of, and subscription for, in aggregate, 67,857,571   new ordinary shares of no par value each in the Company ("New Ordinary Shares"), at a price of  7 pence per New Ordinary Share (the "Issue Price") (together the "Fundraise"). The Company will utilise these funds towards an accelerated drilling programme at the Zaranou Gold Project in Côte d'Ivoire and advancing its remaining suite of gold assets in Côte d'Ivoire and Chad, and its lithium projects in Ghana.

Commenting, Vincent Mascolo, Chief Executive Officer of IronRidge, said:

"The Fundraise, in which we have secured £4.75 million, will enable the Company to accelerate momentum during 2020 at our flagship Zaranou Gold Project through an aggressive drilling programme targeting a maiden mineral resource estimate, further develop the highly prospective suite of gold assets in Côte d'Ivoire and Chad, and advancing our lithium discovery in Ghana. 

"We have resumed drilling at our Zaranou Gold Project through a phased drilling campaign designed to assess mineralisation continuity and targeting a maiden mineral resource estimate.

"We continue to advance our remaining suite of gold assets in Côte d'Ivoire and Chad, along with low-cost value adding initiatives across our Cape Coast Lithium Portfolio in Ghana.

"We would like to thank our existing shareholders for their continued support and would like to welcome our new shareholders to the register. In addition, the significant support of the Board and Assore Limited is a resounding endorsement of our diversified portfolio and ability to deliver new discoveries as we continue transitioning from explorer to developer. 

"We would also like to thank our broker, SI Capital, for their strong contribution towards this Fundraise and on-going support to the Company , particularly during such a challenging time in global markets .

"We have made considerable progress over the course of 2019 and into 2020. Despite the global pandemic backdrop, we are focused on accelerating drilling at the Zaranou Gold Project and we remain on track to deliver on multiple milestones."

Use of Funds

Proceeds from the Fundraise will be applied to:

· A phased drilling programme, of which 9,000m is currently underway at the Zaranou Gold Project in Côte d'Ivoire designed to test mineralisation continuity and grade over an initial 3km strike followed by an aggressive infill drilling campaign of approximately 30,000m targeting a maiden mineral resource estimate.

· Ongoing development of the Company's pipeline of gold projects in Côte d'Ivoire and Chad, including reconnaissance drilling programmes across our highly prospective gold portfolios.

· Further low-cost value-adding initiatives at the Cape Coast Lithium Portfolio in Ghana, designed to fast-track development timelines.

· Ongoing working capital, including costs associated with the Fundraise.

The Company has placed 50,007,143 New Ordinary Shares (the "Placing Shares") (the "Placing") at the Issue Price and, in addition, conditional binding commitments to subscribe for a total of 17,850,429 New Ordinary Shares (the "Subscription Shares") (the "Subscription") at the Issue Price have been received from Assore Limited (the Company's largest shareholder), Vincent Mascolo (the Company's Chief Executive Officer), Neil Herbert, (the Company's Non-Executive Chairman) and various other existing shareholders in the Company.

As part of the Fundraise, every two New Ordinary Shares will have an attaching warrant with an exercise period of two years exercisable at a price of 12 pence per new Ordinary Share, creating 33,928,786 new warrants (the "Fundraise Warrants"). In the event that the Company's ordinary shares trade at a volume weighted average price at or above 16p per share for a period of five consecutive business days, the Company has the option to call on the holders of the Fundraise Warrants to exercise their warrants.  

In connection with the Fundraise, the Company has also agreed to grant a warrant over 1,444,714 Ordinary Shares to the Company's broker, SI Capital, on the same terms as the Fundraise Warrants above, (the "Broker Warrants").

Details of the Placing and Subscription

Due to the limit of the Company's current authorities to issue ordinary shares, the Fundraise will be split into two (2) tranches. 

Tranche 1 will comprise the issue of 50,007,143   Placing Shares which will be allotted immediately, with admission to trading on AIM expected to occur on or around 25 May 2020.

Tranche 2 will comprise the issue of 17,850,429 Subscription Shares, 33,928,786 Fundraise Warrants and 1,444,714 Broker Warrants, conditional on the passing of resolutions by shareholders at a General Meeting of the Company, which will be held no later than 25 June 2020. 

A further announcement will be made in respect of the convening of the General Meeting of the Company in due course.

Total Voting Rights

Application will be made to London Stock Exchange for Admission of the 50,007,143 Placing Shares to trading on AIM ("Admission") and it is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 25 May 2020. Following Admission of the First Placing Shares, the total issued share capital of the Company will consist of 385,600,038 Ordinary Shares each with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 385,600,038 and this figure 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Related Party Transaction

The subscriptions by each of Vincent Mascolo, Neil Herbert and Assore Limited constitute related party transactions under AIM Rule 13 of the AIM Rules for Companies.  With the exception of Vincent Mascolo, Neil Herbert, Kieran Daly and Alistair McAdam, the Company's Directors consider, having consulted with its Nominated Adviser, that the terms of the subscriptions are fair and reasonable insofar as its shareholders are concerned.

Revised Director & Significant Shareholder Shareholdings

Following the Admission to trading of the Placing Shares and subject to the passing of resolutions and a General Meeting to be held by the Company and the subsequent Admission to trading of the Subscription Shares, the revised shareholdings of the following substantial shareholders and Directors will be:

	Current Shareholding	Subscription Shares	Shareholding Post Placing and Subscription Allotments	Percentage of enlarged issued share capital
Assore Limited	96,816,667	6,000,000	102,816,667	25.48%
DGR Global Limited	73,022,667	-	73,022,667	18.10%
Sumitomo Corporation	31,793,568	-	31,793,568	7.88%
Vincent Mascolo	14,000,000	1,000,000	15,000,000	3.72%
Cambrian Limited*	1,000,000	677,143	1,677,143	0.42%

*The beneficial owners of which are Neil Herbert and his wife. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION IN RELATION TO THE COMPANY AND ITS SECURITIES.

For any further information please contact:
IronRidge Resources Limited Vincent Mascolo (Chief Executive Officer) Karl Schlobohm (Company Secretary)	Tel: [phone]
SP Angel Corporate Finance LLP Nominated Adviser Jeff Keating Charlie Bouverat	Tel: [phone]
SI Capital Limited Company Broker Nick Emerson Jon Levinson	Tel: [phone] Tel: [phone]
Yellow Jersey PR Limited Henry Wilkinson Dominic Barretto Emma Becirovic	Tel: [phone]

Notes to Editors

IronRidge Resources is an AIM-listed, Africa focussed minerals exploration company with a lithium pegmatite discovery in Ghana, extensive grassroots gold portfolio in Cote d'Ivoire and a potential new gold province discovery in Chad. The Company holds legacy iron ore assets in Gabon and a bauxite resource in Australia. IronRidge's strategy is to create and sustain shareholder value through the discovery and development of significant and globally demanded commodities.

Ghana

The Company entered into earn-in arrangements with Obotan Minerals Limited, Merlink Resources Limited, Barari Developments Limited and Joy Transporters Limited of Ghana, West Africa, securing the first access rights to acquire the historical Egyasimanku Hill spodumene rich lithium deposit, estimated to be in the order of 1.48Mt at 1.67% Li2O and surrounding tenements. The portfolio covers some 684km2 with the newly discovered Ewoyaa project including drill intersections of 128m @ 1.21% Li2O from 3m and 111m @ 1.35% Li2O from 37m, and a further identified 20km strike of pegmatite vein swarms. The Cape Coast lithium portfolio in Ghana is an emerging lithium province with a 14.5Mt at 1.31% Li2O maiden Mineral Resource estimate (reported in accordance with the JORC Code) in Indicated and Inferred status at the Ewoyaa and Abonko deposits. The tenure package is also highly prospective for tin, tantalum, niobium, caesium and gold, which occur as accessory minerals within the pegmatites and host formations.

Chad

The Company entered into an agreement with Tekton Minerals Pte Ltd of Singapore concerning its portfolio covering 900km² of highly prospective gold and other mineral projects in Chad, Central Africa. IronRidge acquired 100% of Tekton including its projects and team to advance the Dorothe, Echbara, Am Ouchar, Nabagay and Kalaka licenses, which host multiple, large scale gold projects. Trenching results at Dorothe, including 84m @ 1.66g/t Au (including 6m @ 5.49g/t & 8m @ 6.23g/t), 4m @ 18.77g/t Au (including 2m @ 36.2g/t), 32m @ 2.02g/t Au (including 18m @ 3.22g/t), 24m @ 2.53g/t Au (including 6m @ 4.1g/t (including 2m @ 6.2g/t) and 2m @ 6.14g/t), 14.12g/t Au over 4m, 34.1g/t over 2m and 63.2g/t over 1m, have defined significant gold mineralised quartz veining zones over a 3km by 1km area including the steep dipping 'Main Vein' and shallow dipping 'Sheeted Vein' zones.

Côte d'Ivoire

The Company entered into conditional earn-in arrangements in Côte d'Ivoire, West Africa; securing access rights to highly prospective gold mineralised structures and pegmatite occurrences covering a combined 3,584km² and 1,172km² area respectively. The projects are well located within access of an extensive bitumen road network and along strike from multi-million-ounce gold projects and mines.

Australia

Monogorilby is prospective for province scale titanium and bauxite, with an initial maiden resource of 54.9MT of premium DSO bauxite. Monogorilby is located in central Queensland, within a short trucking distance of the rail system leading north to the Port of Bundaberg. It is also located within close proximity of the active Queensland Rail network heading south towards the Port of Brisbane.

May Queen is located in Central Queensland within IRR's wholly owned Monogorilby license package and is highly prospective for gold. Historic drilling completed during the 1980s intersected multiple high-grade gold intervals, including 2m @ 73.4 g/t Au (including 1m at 145g/t), 4m @ 38.8g/t Au (at end of hole) and 3m @ 18.9g/t Au, over an approximate 100m strike hosting numerous parallel vein systems, open to the north-west and south-east.

Gabon

Tchibanga is located in south-western Gabon, in the Nyanga Province, within 10-60km of the Atlantic coastline.  This project comprises two exploration licenses, Tchibanga and Tchibanga Nord, which cover a combined area of 3,396km² and include over 90km of prospective lithologies and the historic Mont Pele iron occurrence.

Belinga Sud is Located in the north east of Gabon in the Ogooue-Ivindo Province, approximately 400km east of the capital city of Libreville. IRR's licence lies between the main Belinga Iron Ore Deposit, believed to be one of the world's largest untapped reserves of iron ore with an estimated 1bt of iron ore at a grade >60% Fe, and the route of the Trans Gabonese railway, which currently carries manganese ore and timber from Franceville to the Port of Owendo in Libreville.

Corporate

IronRidge made its AIM debut in February 2015, successfully securing strategic alliances with three international companies: Assore Limited of South Africa, Sumitomo Corporation of Japan and DGR Global Limited of Australia. Assore is a high-grade iron, chrome and manganese mining specialist. Sumitomo Corporation is a global resources, mining marketing and trading conglomerate. DGR Global is a project generation and exploration specialist.

 

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