Convertible Loan Note Conversion & Issue of Equity

RNS Number : 8397O

Red Rock Resources plc

11 August 2014

 



Red Rock Resources Plc

("Red Rock" or the "Company")

Convertible Loan Note Conversion & Issue of Equity & Update

11 Aug 2014

Red Rock is pleased to announce that it has issued 26,273,815 new ordinary shares to new and existing shareholders at a price of £0.002257 in order to raise gross proceeds of £59,300. Simultaneously, YA Global Master SPV, Ltd has converted £149,324 of its outstanding convertible loan into 66,160,425 shares and £11,126 of outstanding fees into 4,929,663 shares, also at a price of £0.002257 (together the "Issuance").

Convertible Loan Note Conversion

YA Global Master SPV, Ltd. ('YA Global'), which is advised by Yorkville Advisors LLC ('Yorkville'), has converted £149,324 of its £550,000 unsecured Convertible Bonds, which are due for repayment in April 2015, into 66,160,425 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 £0.002257 per Share, the ("Conversion").  

Simultaneously, £11,126, representing fees accrued on the Company's outstanding term loan, will be converted into 4,929,663 shares of 0.1 pence each at a price of £0.002257 per share. 

Following the Conversion YA Global will hold 71,090,088 Shares or 3.5% 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 24,058,485 Shares in the Company at a price of £0.002257 (the "Placing") with new shareholders (the "Placees"). 

Director Participation

Andrew Bell, Director, has also participated in the Issuance, subscribing for a total of 2,215,330 Shares at a price of £0.002257. A summary of his resulting holdings is provided below. 

Directors	Existing Shareholding	New Shares subscribed for as per the Issuance	Total Shareholding following the Issuance	% of Issued Share Capital following the Issuance
Andrew R M Bell	8,442,312	2,215,330	10,657,642	0.52%

Andrew Bell indirectly holds 2,738,482 Shares held by the Share Incentive Plan Trustees. In addition, Andrew Bell holds 140,000 Shares through Beaufort Nominees Limited. 

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 97,363,903 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 15 August 2014.

Following the issue of the 97,363,903 new shares the issued share capital of the Company will consist of 2,031,951,446 Shares with voting rights. No Shares are held in Treasury.

The above figure of 2,031,951,446 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.

Update

Further to the announcement dated 25 July 2014, due diligence regarding the sale of the Company's Colombian assets continues and a further announcement will be made in due course.

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

Neil Badger 01293 517744                                                Broker Dowgate Capital Stockbrokers Ltd 

Rupert Trefgarne 0203 128 8817                                       Media Relations MHP Communications

 

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