Issue of equity, PDMR shareholding and Debt Free

RNS Number : 9094C

Premier African Minerals Limited

22 October 2020

 

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

For immediate release

22 October 2020

Premier African Minerals Limited

Issue of equity and PDMR shareholding and Debt Free

Premier African Minerals Limited ("Premier" or the "Company") is very pleased to announce that the Board has today settled all outstanding amounts owing to Directors, employees and certain other creditors in respect of accrued but unpaid contractual amounts due, together with repayment of outstanding loans, amounting in aggregate to £600,057, in new ordinary shares. Following completion of the placement as set out in the announcement dated 21 October 2020, together with this subsequent issue today of new ordinary shares in settlement of liabilities, the Company will be debt free and well positioned for future development.

Highlights

· Sufficient funds to cover all existing liabilities

· Adequate working capital to facilitate a change in strategic direction

George Roach, CEO, commented , "Following our earlier announcement yesterday, I am very pleased to confirm that Premier is now debt free and well-funded for the immediate future. Together with the cost reductions achieved over the past few years, we are also a much more efficient company with reduced overheads and able to focus on the future from a position of improved financial strength. Premier is assessing promising exploration opportunities in more than one African jurisdiction and I look forward to keeping our shareholders updated with progress as this happens.

At the same time, initial exploration on our tenement in Mozambique can now proceed and other new tenement applications in Mozambique are underway.

We look forward to continue to develop our relationship with MN Holdings Limited ("MNH"), the operators of Otjozondu Manganese mine in Namibia, in respect of which Premier holds 19%. The ongoing development of our relationship with MNH will now be subject to independent audit and valuation of their mining operation.

In regard to our Zimbabwe based operations, Premier will now complete a review of RHA Tungsten as requested by our off-take partner as a pre-cursor to the off-taker undertaking to finance this mine back into production. Simultaneous with this, Premier has determined that it should also look to secure its future without the country risk associated with RHA Tungsten and Zulu Lithium and to separate these operations.

The recent funding, and the potential for securing high grade exploration assets, generally support a share consolidation and the board of Premier will consider this at a time in the future and simultaneous with potential future transactions.

Finally, Premier also intends to expand the Board and we look forward to updating shareholders further on this".

Loan Settlements

The Board has agreed today to amend the terms of the existing loan agreement with George Roach ("GR Loan"), by amending the conversion rights with respect to the entire GR Loan amount and to settle the GR Loan in full by an issue of new ordinary shares in order to preserve cash. The Company has agreed to repay the entire amount of   US$200,000, plus accrued interest of US$37,271.40, amounting to US$237,271.40 (£182,516.46) in aggregate though an issue of 456,291,154 new ordinary shares ("GR Loan Shares") to George Roach at an issue price of 0.04p ("Issue Price"), being the same price as the placing price announced on 21 October 2020.

The Board have further agreed to settle the existing loan agreement entered into with Brendan Roach ("BR Loan") on a similar basis, by repaying the entire BR Loan amount of £84,000, plus accrued interest of £12,447, amounting to £96,447 in aggregate through the issue of 241,117,500 new ordinary shares ("BR Loan Shares"), also at the Issue Price.

Following these settlements, the Company will have no outstanding loans.

Director Share Settlements

The Company has also today agreed to issue a further 323,144,327 new ordinary shares to Directors in settlement of all remaining accrued but unpaid fees, expenses and amounts due (amounting in aggregate to £129,258) at the Issue Price ("Director Settlement Shares"), in total representing approximately 2.39 per cent. of the current issued share capital, as set out in the table below:

Individual	Amount settled in Settlement Shares (Note 1)	Issue price of Settlement Shares	Settlement Shares issued (Note 1)	Total Shareholding following the issue of the Settlement Shares (Note 2)	Shareholding in the enlarged issued share capital   (Note 3)
Director:
George Roach	£83,342	0.04p	208,353,942	1,597,514,207	8.98%
Godfrey Manhambara	£20,000	0.04p	50,000,000	70,833,334	0.40%
Neil Herbert	£25,916	0.04p	64,790,385	69,375,000	0.39%

  Note 1 : The amount settled in shares has been rounded to the nearest whole pound in the table above. The calculation of settlement shares issued was made on the monetary amount settled to four decimal places. Any differences are due to rounding.

Note 2:   George Roach's total shareholding includes the Settlement Shares and the proposed GR Loan Shares as set out further above.

Note 3:   The enlarged issue share capital comprises the existing issued share capital and the 2,750,000,000 placing shares announced on 21 October 2020, together with the GR Loan Shares, the BR Loan Shares, the Director Settlement Shares and the Creditor Settlement Shares (as set out further below).

Creditor Settlement Shares

The Board has also agreed today to issue a further 479,590,490 settlement shares to certain employees and third party creditors in settlement of all accrued but unpaid salaries and fees due of £191,836 (see Note 1 above) at the Issue Price ("CreditorSettlement Shares"), in total representing approximately 3.54 per cent. of the current issued share capital.

The GR Loan Shares, the BR Loan Shares, the Director Settlement Shares and the Creditor Settlement Shares (together the "New Shares"), amounting in aggregate to 1,500,143,471 new Ordinary Shares, will rank pari passu in all respects with the Company's existing issued ordinary shares and application will be made for admission of the Settlement Shares to trading on AIM ("Admission"), which is expected to occur on or about 28 October 2020.

Related Party Transaction

The Director Settlement Shares being issued to George Roach, Neil Herbert and Godfrey Manhambara together with the GR Loan Shares being awarded to George Roach, is a related party transaction under AIM Rule 13. The independent director of the Company, Wolfgang Hampel, who is not participating in the share settlement (the "Independent Director"), considers, having consulted with the Company's Nominated Adviser, that the proposed issue of the Director Settlement Shares and the  GR Loan Shares is fair and reasonable insofar as the Company's shareholders are concerned. The Independent Director, in reaching his view, took in particular account the following analysis:

i. the amounts stated in the Director Settlement Shares and GR Loan are derived from the Company Management Accounts and are contractually due under the respective service agreements, letters of appointment and applicable loan documents;

ii. The placing announced earlier on 21 October 2020, had proceeded on the basis that cash should be used for operations and not for payment to directors;

iii. the Issue Price of the shares in respect of the Director Settlement Shares and GR Loan Shares is 0.04 pence per share, being the same as the placing price as announced on 21 October 2020; and

iv.  the placing was independently priced and agreed on an arm's length basis with bona fide independent investors.

Total Voting Rights

Following the issue of the Conversion Shares, the Company's issued share capital consists of 17,793,009,831 Ordinary Shares, with voting rights. This figure may be used by shareholders in the Company 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 share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Enquiries:

George Roach	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]

Notes to Editors:

Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and natural resource development company focused on Southern Africa with its RHA Tungsten and Zulu Lithium projects in Zimbabwe.

The Company has a diverse portfolio of projects, which include tungsten, rare earth elements, lithium and tantalum in Zimbabwe, encompassing brownfield projects with near-term production potential to grass-roots exploration. The Company holds 5,010,333 shares in Circum Minerals Limited, the owners of the Danakil Potash Project in Ethiopia, which has the potential to be a world class asset.

In addition, the Company holds a 19% interest in MN Holdings Limited, the operator of the Otjozondu Manganese Mining Project in Namibia.

Forward Looking Statements:

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.  George Roach 2.  Godfrey Manhambara 3.  Neil Herbert
2	Reason for the notification
a)	Position/status	1.  Chief Executive 2.  Non-executive Chairman 3.  Non-executive director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Premier African Minerals Limited
b)	LEI	213800WDKYXYJZE5DZ61
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of no par value in Premier African Minerals Limited
	Identification code	ISIN: VGG7223M1005
b)	Nature of the transaction	Issue of Ordinary Shares
c)	Price(s) and volume(s)		Director Price Volume(s)  George Roach £ 0.0004 664,645,096 Godfrey Manhambara £ 0.0004 50,000,000 Neil Herbert £ 0.0004 64,790,385
d)	Aggregated information
	- Aggregated volume	779,435,481 Ordinary Shares
	- Price	0.04p
e)	Date of the transaction	22 October 2020
f)	Place of the transaction	Outside a trading venue

ENDS

 

END

 

 

MSCZZMZGNZLGGZG