13th Aug 2014 07:01
SULA IRON & GOLD PLC - £2 million Financing FacilitySULA IRON & GOLD PLC - £2 million Financing Facility
PR Newswire
London, August 12
13 August 2014 Sula Iron & Gold plc ("Sula" or the "Company") £2 million Financing Facility Sula Iron & Gold plc (AIM:SULA), the exploration and development companyfocused on iron ore and gold in Sierra Leone, is pleased to announce that it ishas secured a £2 million, five year Equity Financing Facility ("EFF") withDarwin Strategic Limited ("Darwin"). In conjunction with the EFF, the Companyhas issued 1,700,000 warrants to Darwin, further details of which are set outbelow. The EFF agreement with Darwin provides Sula with a facility of up to £2.0million which (subject to certain limited restrictions) can be drawn down atany time over the next five years. The timing and floor subscription price ofany draw down is always at the complete control and sole discretion of theCompany. There are no penalty fees payable for not using the facility. Sula is under no obligation to make a draw down and may make draw downs at itsdiscretion, up to the total value of the EFF, by way of issuing subscriptionnotices to Darwin. Following delivery of a subscription notice, Darwin willsubscribe and the Company will allot and issue to Darwin new ordinary shares inSula ('Ordinary Shares'). The subscription price for any Ordinary Shares to be subscribed by Darwin willbe set with reference to the average of the three lowest closing bid prices ofSula in the period following the issue of the subscription notice provided therelevant pricing period, as set by the Company, is between three and 15 days. Sula is able to specify in each subscription notice a minimum price below whichOrdinary Shares will not be issued to Darwin. The Company will have the right(with the consent of Darwin) to modify that minimum price at any time duringthe relevant pricing period. The number of Ordinary Shares which may be issued under any individualsubscription notice may be up to the lower of 25 per cent of the Company'sissued share capital following completion of the relevant subscription, or fourtimes the average daily trading volume of Sula's Ordinary Shares over the 15trading days preceding the issue of the relevant subscription notice. This maybe reduced in certain circumstances, including where the minimum price is notmaintained. The maximum amount of an individual subscription notice may not exceed £500,000without Darwin's permission. Darwin is entitled to a commission of up to 5 percent of amounts subscribed but may agree with Sula in lieu thereof for thesubscription price for the Ordinary Shares to be discounted by 5 per cent. There is also an over-allotment facility available to Sula, under which theCompany may authorise Darwin, at Darwin's discretion, to increase the amount ofthe draw down by up to the aggregate undrawn amount under the EFF. Darwin and Sula may mutually agree at the end of the pricing period to avariation of subscription price. This may allow for a larger subscription viaany over-allotment facility authorised by the Company. The issuance of a subscription notice is conditional upon the satisfaction ofcertain subscription notice conditions which have been agreed between Darwinand Sula. Any subscription notice which Sula may issue will only be valid tothe extent that it has the requisite shareholder authority to issue the maximumnumber of Ordinary Shares that Darwin may be required to subscribe under therelevant subscription notice. Darwin and Sula may terminate the EFF agreement if certain conditions are notmet. In conjunction with the EFF, Sula has entered into a warrant agreement withDarwin dated 12 August 2014, pursuant to which Darwim may subscribe for up to1,700,000 Ordinary Shares in Sula. 850,000 of such warrants are exercisableimmediately at 3.0p at any time prior to the expiry of 60 months from the dateof the warrant agreement, with the remaining 850,000 warrants being exercisablepro-rata to subscription monies receieved against the £2.0 million facility.They will be priced at a 25% premium to the subscription price the Companyreceives. Commenting, Nick Warrell, Chief Executive of Sula, said: "The EFF with Darwin strengthens our existing financing position and provides ahighly flexible and cost effective source of capital that we are able to accessshould we require it in the future. One of the key benefits of this facility isthat we remain at all times in complete control over the pricing and timing ofany issue of equity as it can only be used at our discretion. We have no present intention of using the EFF as we have a strong cash balancesufficient for the foreseeable future. However, it does provide us withadditional fundraising options. We are anticipating strong news flow over thecoming months, especially with the publication of a JORC compliant mineralresource estimate on both the DSO and fresh magnetite within our licence. Welook forward to updating shareholders in due course." For further information please visit www.sulaironandgold.comor contact thefollowing: Nick Warrell / Matt Wood Sula Iron & Gold plc +44 (0) 20 7583 8304 James Caithie / Avi Robinson Cairn Financial Advisers +44 (0) 20 7148 7900 LLP Martin Lampshire Daniel Stewart & Company +44 (0) 20 7776 6550 Plc Dominic Barretto / Kelsey Yellow Jersey PR +44 (0)7768 537 739Traynor Anand Sambasivan / Jamie Darwin Strategic +44 (0) 20 7491 6512Vickers Notes Sula Iron & Gold plc is a multi-commodity exploration company focused on WestAfrica. The Company's main objective is to explore and advance its Ferensolaproject in Northern Sierra Leone, which is highly prospective for iron andgold. Sula is currently focused on delineating two maiden JORC compliant ironore resource estimates and evaluating the gold prospectivity. The 153 sq. kmlicence area is contiguous to African Minerals' operational Tonkolili IronMine, which has a JORC compliant resource of 12.8 billion tonnes ironmineralisation. Exploration work at Ferensola has confirmed the presence of BIF at surface,which has a known strike length of 3.1km. The BIF is proven to extend NE fromthe Tonkolili licence and into Sula's licence area. To date, the Company hascarried out almost 9,000m of drilling over a 2.8km section of the BIF. Significant Greenstone Belt-style gold mineralisation has also been identifiedat various prospects within the licence area. Five target areas for hard rockgold mineralisation have been identified based on the location of historicdrill intercepts, the source areas for alluvial gold deposits, and the positionof major structures as defined by airborne magnetic data and drainageorientation.
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