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RNS Number : 4306I
Red Rock Resources plc
07 August 2023
Red Rock Resources PLC
("Red Rock" or the "Company")
Extension of Convertible Notes and Warrants
Issue of Shares upon Note Conversion
Total Voting Rights
7 August 2023
Red Rock Resources Plc, the natural resource development company
with interests in gold and base metals, principally in Africa and
Australia, announces (a) an extension to the term of its 12%
Convertible Notes ("Notes"), and (b) the partial conversion,
following extension, of the Notes.
Extension of Notes
The Company announces, further to the announcement of 25 July
2022, in which it announced the issue of GBP623,000 of Notes with
accompanying Warrants ("Warrants") to high net worth investors
("Investors"), that the Investors have agreed with the Company to
extend the terms of the Notes and Warrants, including accrued net
interest on the Notes, by one year to 18 July 2024 and 18 January
2026 respectively (the "Transaction").
The total amount of Notes outstanding immediately following the
term extension was GBP689,840.
The conversion price of the Notes has been adjusted from 0.6p
per new Red Rock ordinary share ("Share"), to a price 20% above the
30 day VWAP (volume weighted average price) for the period from 9
July 2023 ("Price Establishment Period" and "Note Conversion
Price"), provided that the Note Conversion Price shall not be less
than 0.2p and shall not be more than 0.6p per Share.
The exercise price of the Warrants has been adjusted from 0.8p
per Share, to a price 25% above the Note Conversion Price, which
means that it will fall between 0.25p and 0.8p, depending on the
level established for the Note Conversion Price.
Until the establishment of the Note Conversion Price, Investors
may from 28(th) July give notice to convert Notes up to the Share
issuance level covered by existing authorities at a 20% premium to
the VWAP for that part of the Price Establishment Period already
elapsed, provided again that the conversion price shall not be less
than 0.2p and shall not be more than 0.6p per Share.
Upon the establishment of the Note Conversion Price, further
authorities will be sought as may be required for the issue of
Shares upon conversion of the Notes and in respect of arrangement
fees of 3.5% (payable in Shares at 0.2p a Share).
Conversion of Notes
Subsequent to the Extension of the Notes, the Company has
received notice of the conversion of GBP127,000 of the Notes into
63,500,000 new Shares at a price of 0.2p a Share.
Following the conversion, GBP562,840 of the Notes will remain
outstanding.
Related Party Transaction under the AIM Rules
A holder of GBP50,000 nominal of Notes, Charles Richard Topham
holds 204,147,627 Shares. Whilst based on the Company's current ISC
(as at 1 July 2023), the 204,147,627 Shares represent 8.23 per
cent. of the Company's current ISC, these Shares have represented
10 per cent. or more of the ISC within the last 12 months, and,
therefore, Mr Topham is defined as a related party under the AIM
Rules and accordingly the Transaction is being treated as a related
party transaction under the AIM Rules. Accordingly, the Directors
of the Company, all of whom are independent of the Transaction,
having consulted with the Company's Nominated Adviser, Beaumont
Cornish Limited, consider the terms of the Transaction to be fair
and reasonable insofar as the Company and its shareholders are
concerned. In taking this view, the Board has carefully considered
market conditions, the Company's present and forecast cash
position, that the Company has yet to recover any monies from the
DRC, the terms of the extension of the Notes and the fact there is
a floor price on conversion above the current share price.
Admission to Trading on AIM and Total Voting Rights
Application is being made for 63,500,000 Shares to be admitted
to trading on AIM, the admission of which it is expected on or
around 10 August 2023.
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the Company
confirms that, following the issue of the Shares, its issued
ordinary share capital will comprise 2,544,097,791 ordinary
shares.
All of the ordinary shares have equal voting rights and none of
the ordinary shares are held in Treasury. The total number of
voting rights in the Company will therefore be 2,544,097,791 The
above figure may be used by shareholders as the denominator for the
calculations to determine if they are required to notify their
interests in, or change to their interest in, the Company.
For further information, please contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0207 374 2212 Broker First Equity Limited
Bob Roberts 0203 8696081 Joint Broker Clear Capital Corporate
Broking
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU, which is part of domestic
UK law pursuant to the Market Abuse (Amendment) (EU Exit)
regulations (SI 2019/310) and is disclosed in accordance with the
Company's obligations under Article 17.
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END
MSCFZGGRGVVGFZZ
(END) Dow Jones Newswires
August 07, 2023 02:00 ET (06:00 GMT)
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