Board Changes,Fundraising,Debt Restructuring
Regency Mines PLC
("Regency" or the "Company")
Board Changes, Fundraising, Debt Restructuring, Share Consolidation
5 December 2019
Regency Mines Plc (LON: RGM) the natural resource exploration and development company with interests in battery metals, energy storage and natural gas announces a corporate restructuring, including board changes, a proposed placing, share consolidation and restructuring of the Company's balance sheet. The Company also announces that C4 Energy Limited, a UK incorporated private company, part controlled by the proposed new Chairman, has secured an option to acquire Regency's remaining debt.
The issue of equity and the shares, associated with the debt restructuring, are conditional, inter alia, on the approval by shareholders of resolutions to provide authority to the Directors to issue and allot adequate new ordinary shares on a non-pre-emptive basis at a general meeting to be convened by the Company and on definitive documentation with the noteholders being executed, further details of which are laid out below.
o James Parsons proposed to join Regency as Executive Chairman
o Gross proceeds of £831,000 raised at a price of 0.0275p per share
o Promissory Notes (of approximately £1m) to be retired
o C4 Energy Limited has acquired an option to purchase the Company's residual debt, following a restructuring which reduced total obligations from £1.9m to £0.729m and extended the term to 2021 with no conversion rights
o Corporate rebranding exercise planned
James Parsons, proposed Executive Chairman, commented: "The road to a successful carbon transition requires real progress in the exploration and extraction of battery metals and energy storage technology. I see huge opportunity for Regency given its current asset base, particularly supporting the recent rapid growth of Electric Vehicles, and I am delighted to join as Executive Chairman with a view to building the business through a blend of organic development and acquisition."
Nigel Burton, outgoing Non-Executive Chairman, commented: "These developments are the culmination of a multi-month effort to establish the foundations of growth and value creation for Regency. We welcome James Parsons joining as part of the restructuring process, and we look forward to a renewed focus on project development under his leadership."
Regency will appoint James Parsons as Executive Chairman following satisfactory completion of regulatory due diligence. James has a wealth of corporate and transactional experience on AIM and a demonstrated ability to access capital to fund junior resource plays. He is Non-Executive Chairman of Echo Energy plc and Coro Energy plc and has recently announced, after eight years, his departure from Sound Energy plc as Chief Executive. James is a Director and shareholder of C4 Energy limited.
Subject to approval of the resolutions at the general meeting, Nigel Burton, previously Non-Executive Chairman, will transition to Senior Independent Director.
Regency has proposed to raise £831,000 by way of a placing of 3,021,818,173 new ordinary shares of 0.01 pence each in the Company at a price of 0.0275p per share ("the Placing" and the "Placing Shares"). These subscriptions are conditional on approval at the General Meeting.
Alongside the Placing, an additional 530,030,036 shares (the "Subscription Shares"), representing obligations of £145,758.30, have been issued to Red Rock Resources Plc in full extinguishment of outstanding obligations.
The Directors of Regency are unable to participate in the Placing due to the Company being in a close period at present, however the intention remains for the Directors to subscribe on the same terms when deemed appropriate and to participate in incentive arrangements.
Promissory Notes and New Loan Notes:
The holders of the Promissory Note (the "Promissory Note"), first announced on 6 June 2018, and most recently updated on 22 July 2019, have agreed to extinguish the entire remaining balance, owed under the Promissory Note, through a subscription for new loan notes and a share conversion.
The partial conversion of the Promissory Note (the "Promissory Conversion Shares") will result in the issuance of 2,596,363,636 new ordinary shares of the Company, and the investors have agreed to lock up the Promissory Conversion Shares, 100% of the total for three months, 70% of the total shares for a subsequent six months, and 40% of the total shares of the Promissory Conversion Shares for a further six-month period.
At the same time, the approximate residual balance of £286,756 of the Promissory Notes will be retired, and YA PN II and Riverfort Global Capital Limited will subscribe for new two-year loan notes payable on 23 December 2021, bearing 8% interest per annum with no conversion rights (the "New Loan Notes").
Convertible Loan Notes:
Of the outstanding Convertible Loan Notes ("Convertible Loan Notes"), first announced on 14 January 2019, holders of £281,113 of these notes have agreed to convert these obligations into 1,022,229,140 new ordinary shares of the Company at a price of 0.0275p per share (the "Convertible Conversion Shares"). The terms of 88,015,874 warrants, originally issued to the Convertible Loan Note holders, will be varied, and the new terms of these warrants allow exercise into new ordinary shares of the Company at a price of 0.055p for a period of 36 months.
YA PN II Ltd and Riverfort Global Capital, existing holders of £442,516 of Convertible Loan Notes, have agreed to extinguish the balance of these notes and to subscribe for an equivalent amount of New Loan Notes, as more fully described above.
A small residual balance of convertible loan notes, representing £30,000 of principal, will remain payable by the Company in May 2020 on the existing convertible loan note terms, and the warrants associated with this note will remain in place under the existing terms as announced on 14 January 2019.
Together the issue of the Placing Shares, Subscription Shares, the Promissory Conversion, the New Loan Notes and the Convertible Conversion constitute the Transaction ("Transaction") and all of the shares issued in the Transaction shall constitute the Transaction Shares ("Transaction Shares").
Notification of Option over Debt:
The Company has further been informed by YA II PN Ltd and Riverfort Global Capital Limited that, following the subscription for the New Loan Notes, both parties have granted an option over their interests in the New Loan Notes, totalling £729,272, to C4 Energy Ltd ("C4"), a UK incorporated private company.
Further Details of the Transaction:
The issuance of the Transaction Shares consisting of 3,021,818,173 Placing Shares, 530,030,036 Subscription Shares, 2,596,363,636 Promissory Conversion Shares and 1,022,229,140 Convertible Conversion Shares, is conditional upon, inter alia, the passing of resolutions to be put to shareholders of the Company at a general meeting of the Company to be held on 23 December 2019 ("the GM") to provide authority to the Directors to issue and allot the required shares on a non-pre-emptive basis. A circular, containing a notice of the GM, will be posted to shareholders.
Conditional on the passing of the resolutions at the GM, application will be made for the Transaction Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 27 December 2019.
The Transaction Shares as a whole would, if the required resolutions are approved at the GM, result in the issuance of 7,170,440,985 Ordinary Shares, representing, in aggregate, 82.54% of the newly enlarged share capital of the Company. The Transaction Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.
James Parsons has been awarded 304,056,730 three-year vest, five-year expiry options with an exercise price of 0.0275p per share.
Related Party Transactions:
Red Rock Resources Plc, subscriber of the Subscription Shares, has in common with Regency an Executive Director, Scott Kaintz, and a previous Director within the last twelve months, Andrew Bell.
Riverfort Global Capital Limited and YA II PN Ltd, the participants in the Promissory Conversion, jointly held 19.93% in the past twelve months, and as such are deemed substantial shareholders during the last twelve months.
For the purposes of the Transaction, the Subscription by Red Rock Resources and the Promissory Conversion by Riverfort Global Capital Limited and YA II PN Ltd, constitute related party transactions as defined in Rule 13 of the AIM Rules for Companies.
Nigel Burton and Ewen Ainsworth, being the Directors of the Company who are independent of the Transaction, having consulted with the Company's nominated advisor, Beaumont Cornish Ltd, consider the terms of the Subscription Shares and the Promissory Conversion to be fair and reasonable insofar as the Company's shareholders are concerned.
Notice of General Meeting:
The Company will publish a Circular to convene the General Meeting to propose resolutions to enable completion of the Transaction.
The general meeting will be held on 23 December 2019 at 12 noon at the Company's offices at WeWork, 71-91 Aldwych House, London, WC2B 4HN.
The circular, containing the notice of general meeting, will be published and sent to shareholders and will be available shortly thereafter on the Company's website, www.regency-mines.com.
Following the Transaction, the Company will have 8,687,335,144 Ordinary Shares in issue, each with a nominal value of 0.01 pence. The Directors consider that it is in the best interests of the Company's long-term development as a publicly quoted company to have a smaller number of shares in issue and a higher share price.
As set out in the Notice of General Meeting Circular, shareholders will be asked to consider, and if thought fit, pass resolutions which will have the following effect: that every 100 ordinary shares of 0.01 pence on the Record Date are consolidated into one new ordinary share of 0.01 pence each, (the "Consolidation").
As the expected issued share capital of the Company is not divisible by 100 without leaving a fraction of a share following the Reorganisation, it is intended to conditionally issue and allot, subject to approval of the Reorganisation by shareholders at the General Meeting, 56 new Ordinary Shares on the Record Date. The issued share capital of the Company as at the Record Date will therefore be 8,687,335,200 Ordinary Shares.
Assuming completion of the Transaction and the Consolidation following the General Meeting, the Company will have a total of 86,873,352 ordinary shares of 0.01 pence in issue.
Further information on James Parsons:
James Parsons, aged 47, is or has been a Director of the following companies in the last five years:
Echo Energy Plc
Echo Energy Holdings (UK) Ltd
Coro Energy plc
Echo Energy Bolivia (Op Co 1) UK Ltd
C4 Energy Limited
Echo Energy Bolivia (Op Co 2) UK Ltd
Sound Energy Plc
Echo Energy Bolivia (Hold Co 1) UK Ltd
Sound Oil Limited
Echo Energy Bolivia (Hold Co 2) UK Ltd
Sound Energy New Co
Sound Energy Meridja Limited
Sound Energy Morocco South Limited
Sound Energy Holdings Italy Limited
Sound Energy Morocco East Limited
Coro Europe Limited
Total Voting Rights:
Following the General Meeting, Admission and Consolidation, the Company's total issued share capital will consist of 86,873,352 Ordinary Shares of 0.01 pence each. This figure may then be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact:
Scott Kaintz Exploration@Regency-Mines.com Director Regency Mines Plc
Roland Cornish/ Rosalind Hill Abrahams 020 7628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 020 7374 2212 Broker First Equity Limited
This announcement contains inside information under Article 7 of Regulation (EU) 596/2014.
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 [email protected] or visit www.rns.com.
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