TIDMSRES
RNS Number : 9885H
Sunrise Resources Plc
30 November 2022
30 November 2022
SUNRISE RESOURCES PLC
("Sunrise" or the "Company")
GBP480,000 Investment
Issue of Equity & TVR
Sunrise Resources plc ("Sunrise" or the "Company"), the
AIM-traded company focusing on the development of its CS
Pozzolan-Perlite Project in Nevada, USA, wishes to announce that it
has entered into an investment agreement (the "Agreement") to
secure up to a GBP480,000 investment from Towards Net Zero, LLC
(the "Investor"), a U.S.-based institutional investor focused on
the green economy.
Key terms of the Agreement
(For the meaning of Capitalised Terms please see the section
"Details of the Agreement" following).
1. The Investor will invest up to GBP480,000 in the Company as follows.
Ø Next week, the Investor will invest GBP200,000 for a two-year
zero-coupon convertible security with a face value of GBP200,000
(the "First Closing").
Ø The Company will have a five-month option to require the
Investor to invest a further GBP200,000 for a two-year zero-coupon
convertible security, which will be issued to the Investor no later
than six-months after the First Closing (if the Company exercises
this option and subject to the prevailing share price being greater
than the Floor Price after the option is exercised).
Ø At the First Closing, the Investor will also invest GBP80,000
by way of a placing (the "Placing") of 80,000,0000 ordinary shares
at par (0.1 pence per ordinary share). The total initial investment
by the Investor at the First Closing will thus be GBP280,000.
Ø Following the conversion or redemption of all convertible
securities, the Investor will make an additional payment to the
Company equal to the Equalisation Amount if the value of these
shares at that time exceeds their subscription price;
alternatively, the Equalisation Amount will be due to the
Investor.
2. Each convertible security may be converted in full or in part
at any time of the Investor's choosing during the two-year term of
the convertible security, initially at 0.16 pence per share, and
after the initial month, at the greater of the Market Price and the
Floor Price (0.1 pence per share).
3. The outstanding face value of the convertible securities may
be redeemed at the Company's option for cash, with a 10% premium,
subject to the Investor's right to convert the outstanding face
value in full at that time or elect that one-third of the
outstanding face value be withheld from the redemption.
4. The Company will redeem the convertible securities in
quarterly instalments of one-eighth of their original face value
for cash (with no premium), if the Market Price is less than the
Floor Price for a specified period in any one quarter during the
term of the Agreement. In addition, at maturity, the outstanding
face value of each convertible security, if any, will be redeemed
by the Company for cash (also with no premium).
5. At the Company's option, the Company may partially redeem a
convertible security by way of issuance of Ordinary Shares at the
greater of the Market Price and the Floor Price. If the prevailing
Market Price is below the Floor Price, the redemption consideration
will also include cash or, at the Company's election, additional
Ordinary Shares, based on the difference between the Floor Price
and the Market Price.
Commenting today, Executive Chairman Patrick Cheetham said:
"We are pleased to be entering into this flexible funding
agreement with Towards Net Zero LLC, an institutional investor with
a focus on ESG (environmental, social and governance) outcomes.
The Agreement provides funding on day one as well as additional
capital committed by the Investor, while the Company retains the
flexibility not to take up the additional funding committed by the
Investor if it is not needed. Moreover, since the number of shares
issuable under the arrangement is based on our future share price
performance, it has the potential to reduce dilution compared to a
discounted placing in today's difficult market. The Board
anticipates a number of value catalysts for the Company's key
projects which have potential to minimise dilution under this
funding structure. The agreement also gives us downside protection
on the conversion price and also allows a repayment option at a
time of our choosing.
The investment by Towards Net Zero LLC is a recognition of the
part that can be played by the Company's natural pozzolan projects
in Nevada in contributing to CO(2) Net Zero targets in the US
cement and concrete industries."
Use of Proceeds
The funds raised will be applied to the further development and
exploration of the Company's projects and general working capital
purposes.
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules of the
Financial Conduct Authority, the Board of Sunrise hereby notifies
the market that, following admission of the Placement Shares
(defined below), the Company will have 3,913,599,087 shares in
issue with each share carrying the right to one vote. There are no
shares currently held in treasury. The total number of voting
rights in the Company is therefore 3,913,599,087 and this figure
may be used by shareholders as the denominator for the calculations
by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Details of the Agreement
The investment will initially raise GBP280,000 within the next
week, by way of a Placing to the Investor of 80,000,000 ordinary
shares of 0.1 pence each ("Ordinary Shares") in the Company
("Placement Shares") at a price of 0.1 pence per Ordinary Share (in
consideration of the Investor's payment of GBP80,000), and an issue
to the Investor of a zero-coupon convertible security with a face
value of GBP200,000 (in consideration of the Investor's payment of
GBP200,000). The Company will have an option exercisable within
five months to secure an additional investment of GBP200,000 from
the Investor through an issuance of a convertible security with a
face value GBP200,000 to the Investor, within the next six months.
The additional investment is subject to the prevailing share price
being greater than the Floor Price after the option is exercised,
and other customary conditions precedent. The Company will make an
announcement following the issue of each convertible security. Each
of the convertible securities will have a term of 24 months.
In addition, following the conversion or redemption of all
convertible securities, the Investor has agreed to make an
additional payment (the "Equalisation Amount") to the Company if
the value of the Placement Shares at that time, based on the
prevailing Market Price, exceeds the subscription price paid by the
Investor in the Placing, calculated as follows: (1) 80,000,000
multiplied by 98% of the average of five daily VWAPs (chosen by the
Investor) during a specified period before the additional payment
is made, rounded down to the next one hundredth of a pence less (2)
GBP80,000 ; alternatively, the Equalisation Amount will be due to
the Investor when the prevailing Market Price is below the
subscription price of the Placement Shares.
The Company may at any time, on thirty days' notice, redeem the
outstanding face value of each convertible security for cash, with
a 10% premium, subject to the Investor's rights to hold back up to
one third of the outstanding face value from redemption or convert
the outstanding convertible security.
The convertible securities will (subject to the satisfaction of
certain conditions) be convertible into Ordinary Shares of the
Company, in whole or in part, at the option of Investor. The
Company will make an announcement each time a convertible security
is converted and will specify in such announcement the relevant
conversion price (the "Conversion Price"), which will initially be
equal to 0.16 pence per share . After the initial month, the
Conversion Price will reset to be the greater of (1) 98% of the
average of five daily volume-weighted average prices of the shares
on AIM during a specified period preceding the relevant conversion,
rounded down to the next one hundredth of a pence (the "Market
Price"), and (2) 0.1 pence per share (the "Floor Price"). The
Conversion Price thus provides the Company with an opportunity to
ultimately issue shares at higher prices than the prices at which
it may raise capital today, if the Company's share price
appreciates; while putting a floor under the price at which the
Company would issue shares in a conversion if the Company's share
price were to depreciate.
The Company will redeem each convertible security in quarterly
instalments of one eighth of the original face value of the
convertible security (each, a "Redemption Amount ") for cash (with
no premium), if the Market Price is equal to or less than the Floor
Price for an agreed threshold period during any quarter. The
Company will not, however, be required to make a quarterly
redemption if the Market Price recovers above the Floor Price for a
specified period during the quarter, or if the amount of that
redemption instalment has been previously converted into
shares.
At maturity, the Company may redeem the outstanding face value
of the convertible securities for cash (also with no premium).
At the Company's option, the Company may partially redeem a
convertible security by way of issuance of Ordinary Shares at the
greater of the Market Price and the Floor Price. In the
circumstances of redemption set out above, if the prevailing Market
Price is below the Floor Price, the redemption consideration will
include cash or, at the Company's election, additional Ordinary
Shares at 0.1 pence per share, where the number of additional
shares issued is equal to the amount to be redeemed, divided by the
applicable Market Price minus that same amount divided by Floor
Price. If the Company is in default of the Agreement at any time
then the Investor may convert the outstanding face value of the
convertible securities on the same basis.
The Investor has agreed to certain, substantial, limitations on
its ability to dispose of the shares following a conversion of a
convertible security. The Investor is also contractually precluded
from shorting the Company's shares.
The Company has applied for admission of the Placement Shares
which will rank pari passu with existing Ordinary Shares to trading
on AIM, and this is expected to become effective on or around 6
December 2022.
Application will be made to the London Stock Exchange for any
shares issued and allotted on conversion of the convertible
securities to be admitted to trading on AIM. The convertible
securities will only be issued to the extent that the Company has
corporate authority to do so.
Further information:
Sunrise Resources plc Tel: +44 (0)1625 838 884
Patrick Cheetham, Executive
Chairman
Tel: +44 (0)207 628 3396
Beaumont Cornish Limited
Nominated Adviser
James Biddle/Roland Cornish
Tel: +44 (0)207 469 0930
Peterhouse Capital Limited
Broker
Lucy Williams/Duncan Vasey
Shares in the Company trade on AIM. EPIC: "SRES".
Website: www.sunriseresourcesplc.com
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEAXFNAAEAFFA
(END) Dow Jones Newswires
November 30, 2022 02:00 ET (07:00 GMT)
Sunrise Resources (LSE:SRES)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Sunrise Resources (LSE:SRES)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
