TIDMHER
RNS Number : 3056J
Herencia Resources PLC
04 December 2018
Herencia Resources plc
("Herencia" or the "Company")
US$120,000 Funding and Company Update
Summary
Herencia is pleased to announce that today it has executed
legally binding term sheets with two of its shareholders, the
Australian Special Opportunity Fund ("Lind Partners") and Oriental
Darius Co. Ltd ("Oriental") to advance the Company US$120,000,
subject to the satisfaction of certain conditions. It is intended
that the funds will be provided equally by the Shareholders (
US$60,000 each).
Details of the capital raising
Capital of US$120,000 will be provided to the Company by the
Shareholders by way of a secured convertible facility with a Face
Value of $144,000 ("Face Value"), the agreed amount to be repaid by
the Company over the 24 month term of the agreement.
The Convertible Security has the same conditions as announced on
5(th) April 2016. Herencia (AIM: HER) announces that Lind Partners
and Oriental may each exercise its right to convert ;
US$60,000 of convertible loan notes with a face value of
US$72,000 into shares at an exercise price of "The Next Placement
Price" ("Conversion"). Pursuant to the Conversion at a later date,
new ordinary shares of "The Next Placement Price" each ("Ordinary
Shares"), will be admitted to trading on AIM, and
The total number of Ordinary Shares on issue now is
10,908,517,793.
In this case, the price of "Next Placement Price" used at face
value is the current Herencia Price of 0.00028 pence. Following the
issue of the New Ordinary Shares on Conversion of this funding of
US$120,000, the additional new number of Ordinary Shares at face
value will be 400,453,494 (vary with exchange rates at the time).
There are no Ordinary Shares held in treasury.
Notification of Lind Partners Interest
If Lind Partners convert to New Ordinary Shares under the
current conditions, Lind will hold 2,519,392,831 Ordinary Shares
representing 23.12% of the issued share capital of the Company.
In addition, the Company has agreed with the Takeover Panel that
Lind is acting in concert with the following individuals/entities,
who were introduced by Lind at the placement on 27 April 2017 and
hold 207,261,111 Ordinary Shares;
1. Mr. John Hancock;
2. Mr Martin Rogers, and
3. Abundance Partners LP .
(together, with Lind, the "Concert Party")
The Concert Party now have a total in interest in 2,726,652,942
Ordinary Shares, representing 25.00% of the issued share capital of
the Company.
As set out on 19 October 2016, if Lind Partners was to convert
all its convertible interests in the Company, then in addition to
its current shareholding it will hold 4,972,322,689 Ordinary Shares
representing 30.43% of the total issued share capital of the
Company and, with the Concert Party 31.70% of the issued share
capital of the Company.
Notification of Oriental Interest
If Oriental convert to New Ordinary Shares under the current
conditions, Oriental will hold 2,371,298,341 Ordinary Shares,
representing approximately 21.74% of the Company's enlarged issue
share capital.
As set out on 19 October 2016, if Oriental was to convert all
its convertible interests in the Company, including those interests
set out in this announcement, then in addition to its current
shareholding it will hold 4,824,228,199 Ordinary Shares
representing 29.52% of the total issued share capital of the
Company.
Related Party Approval
As Lind Partners and Oriental Darius are substantial
shareholders, the agreement with them is a Related Party
Transaction under AIM Rule 13 to the AIM Rules for Companies, and
the directors of the Company, having consulted with its Nominated
Adviser, WH Ireland Limited, consider that the terms of the
agreement with Lind Partners and Oriental Daius is fair and
reasonable insofar as its shareholders are concerned.
Working Capital
The funding provided under this convertible note facility will
provide sufficient funds through to end of January 2019, and the
company's working capital position continues to be constrained.
About Herencia
Herencia Resources plc, is an AIM quoted exploration and
development company operating in Chile. In addition to the
Picachos/Pastizal Copper Project, the Company also has the Guamanga
Copper Project in northern Chile and La Serena Copper Project north
of Picachos. The Company's main technical and management office is
in Santiago, Chile where it has been operating for over eleven
years.
For further information please contact:
Carl Dumbrell, Herencia Resources plc +61 402277282
Jeff Williams, Herencia Resources plc +61 418594324
Katy Mitchell, James Sinclair-Ford, WH
Ireland Limited (NOMAD & Broker) +44 161 832 2174
Further background details on the Company can be found at
www.herenciaresources.com
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END
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