Issue of Loan Notes
Aurum Mining PLC
16 February 2006
For immediate release 16 February 2006
AURUM MINING PLC
('Aurum' or 'the Company')
Issue of Secured Convertible Loan Notes
Aurum Mining plc (AIM: AUR), the company formed to acquire gold and other
mineral extraction projects in the Former Soviet Union (FSU), today announces
the issue of £1,000,000 secured convertible loan notes ('Loan Notes') together
with warrants to subscribe for up to 1,000,000 Ordinary Shares in the Company.
This issue will provide the Company with the necessary working capital to
continue to develop its Andash gold and copper project in the Kyrgyz Republic
(the 'Andash Project').
Loan Notes with a value of £1,000,000 were issued for cash at par (being £1 per
Loan Note) on 15 February 2006 (the 'Commencement Date'). The Loan Notes, which
are transferable (in whole or in part), may be redeemed (in whole or in part) at
par at any time after the first anniversary of the Commencement Date and prior
to the third anniversary of the Commencement Date (the 'Repayment Date').
The Loan Notes are secured on the Group's interest in the Andash Project.
Interest is payable on the Loan Notes, at the interest rate from the
Commencement Date to the earlier of the date of redemption or the date of
conversion. Interest is charged at 11 per cent until the first anniversary of
the Commencement Date and thereafter at 10 per cent. Interest accrues from day
to day on the aggregate principal amount of the Loan Notes outstanding at that
time and all interest accruing after the Commencement Date is payable to the
Loan Noteholders with effect from the first anniversary of the Commencement Date
by quarterly payments in arrears until conversion or, if earlier, when the Loan
Notes are repaid.
If at any time prior to the Repayment Date the Company completes a raising of
further funds by way of an issue of new Ordinary Shares or by way of convertible
debt ('Fundraising') at less than 35p per share (or, where such Fundraising is
structured by way of convertible debt, where conversion rights may be exercised
at less than 35p per share), Loan Noteholders shall have the right to redeem
their Loan Notes (in whole or in part) at par, together with interest accrued up
to and including the date of redemption.
The Loan Notes are convertible at the lesser of 35p per Ordinary Share and the
price at which any Fundraising takes place (or where such Fundraising is
structured by way of convertible debt, the price per share at which such debt
may be converted). The Ordinary Shares to be so issued will rank pari passu in
all respects with the existing Ordinary Shares in issue.
Each Loan Noteholder will receive one warrant entitling him to subscribe for 1
Ordinary Share (each a 'Warrant') for each £1 of Loan Notes subscribed for. The
Warrants, which are transferable (in whole or in part) are exercisable at 45p
per share at any time prior to 15 February 2016. The Ordinary Shares to be so
issued will rank pari passu in all respects with the existing Ordinary Shares in
issue.
Amongst the subscribers for the Loan Notes are the following related parties:
Mark Jones, director (£100,000), Sean Finlay, director (£20,000) and David
Bryans, consultant and substantial shareholder (£150,000).
Pursuant to Rule 13 of the AIM Rules, the issue of the Loan Notes to such
parties constitutes a related party transaction. The Board of the Company
(excluding the aforementioned Directors), having consulted with W.H. Ireland
Limited, the Company's Nominated Adviser, considers that the terms of the Loan
Note issue and the participation of the related parties are fair and reasonable
insofar as the Company's shareholders are concerned.
Following the issue of the Loan Notes, there would be the following changes in
the interests of the Directors and substantial shareholder of the Company,
should the Loan Notes be converted in full to Ordinary Shares:
Number of Percentage of Number of Percentage of Number of Percentage
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Ordinary of Ordinary
at present at present assuming full Shares Shares Shares
conversion under assuming full assuming full assuming
the Loan Notes conversion conversion full
under the under the conversion
Loan Notes Loan Notes under the
and exercise Loan Notes
of all and exercise
Warrants of all
Warrants
Sean Finlay 250,000 2.6 307,143 2.5 327,143 2.4
Mark Jones - - 285,714 2.3 385,714 2.9
David Bryans 2,370,000 24.9 2,798,571 22.6 2,948,571 22.1
Mark Jones, Aurum Mining's Chief Executive, stated: 'I am delighted by the
support we have received in this financing round which gives us the funding we
require to continue to progress our Andash gold and copper project in the Kyrgyz
Republic. In the near term, the funding will allow us to continue work at Andash
Zone 1 to support our first mining licence application, which we expect to
submit to the Kyrgyz authorities later this year.'
Enquiries:
Aurum Mining plc 0207 478 9050
Mark Jones, Chief Executive
W.H. Ireland 0121 616 2101
Tim Cofman
Buchanan Communications 0207 466 5000
Mark Court
Notes to editors
Aurum Mining joined the AIM market of the London Stock Exchange in May 2004 with
the strategy of seeking, evaluating and acquiring gold and other mineral
extraction projects in the Former Soviet Union (FSU). In January 2005 the
Company completed its first acquisition, giving the Company an exploration
licence over the Andash gold and copper project in the Kyrgyz Republic. In its
State Register, the State Commission of Resources of the Kyrgyz Republic has
included 21.7 million tonnes of C1 and C2 reserves for the project, amounting to
gold and gold equivalent of more than 1.5 million ozs.
This information is provided by RNS
The company news service from the London Stock Exchange