21st Jul 2015 07:00
For immediate release
21 July 2015
Frontier Resources International Plc
("Frontier" or the "Company")
Additional placing, issue of settlement shares to directors
proposed AGR Loan conversion
Additional placing
The Board of Frontier (AIM Ticker: FRI) is pleased to announce that further to the announcement on 17 July 2015 of the placing of new ordinary shares to the value of £205,000 ("First Placing") the Company has today conditionally issued, through a placing and direct subscription, a further 42,403,571 new ordinary shares (the "Second Placing Shares") at a placing price of 0.35p per Placing Share (the "Placing Price") to raise £148,413 before expenses subject to admission (the "Second Placing").
As announced on 30 June 2015, as the conditional subscription by AGR Energy Limited No. II ("AGR Energy") and parties acting in concert with it ("AGR Subscription") had not completed, the Company needed to arrange alternative additional funding for its immediate working capital requirements.
The proceeds of the First Placing and the Second Placing will provide additional working capital for the Company which continues to seek a farm-out of one or more of its projects in the Oman and Namibia.
Director placing participation
Jack Keyes has subscribed £25,900 for 7,400,000 Second Placing at the Placing Price and Neil Herbert has subscribed £25,000 for 7,142,857 Second Placing Shares at the Placing Price. The subscription by Jack Keyes and Neil Herbert is a Related Party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors, comprising the Board other than Jack Keyes and Neil Herbert, having consulted with the Company's nominated adviser, consider that the subscription by Jack Keyes and Neil Herbert is fair and reasonable insofar as the Company's shareholders are concerned. The Independent Directors have taken into account in particular that Jack Keyes and Neil Herbert are subscribing on the same terms and conditions as the other subscribers for the Placing Shares procured by the Company's broker, Beaufort Securities, from unconnected parties.
Director debt settlement
As at 28 February 2015, a total of £395,557 was due by the Company to Mr Keyes (comprising £257,540 deferred salary payments due under his service agreement and £138,017 due under the Director's current account) and £40,000 was due by the Company to Mrs Spurrier in respect of accrued but unpaid remuneration. In aggregate, the amount owed by the Company to Mr Keyes and Mrs Spurrier amounted to £435,557 (the "Director Debt") at that time.
As announced on 30 June 2015, Mr Keyes and Mrs Spurrier and the Company agreed that it would be in the Company's best interests for the Director Debt to be settled on substantially the same terms as had previously been agreed pursuant to the AGR Subscription, save that the cash payment previously to be paid to Mr Keyes and Mrs Spurrier would be deferred and the number of new Ordinary Shares to be issued would be determined by using the issue price of the next fund raising by the Company.
Accordingly, on terms previously announced on 30 June 2015, £54,444.63 of the Director Debt has today been settled, conditional on Admission, by the issue of 15,555,607 new ordinary shares (at an issue price of 0.35p per new ordinary share), of which 14,127,036 new ordinary shares have been conditionally issued to Mr Keyes and 1,428,571 new ordinary shares to Mrs Spurrier (the "Settlement Shares").
In respect of the balance of the Director Debt of £381,112.38, an amount of £108,889.25 has, conditional on Admission, been written-off and the remaining balance of £272,223.13 will be paid only in the event that the Company completes a farm-out of its interests in one or more of its projects which involves the reimbursement to the Company of at least £435,556 of historic exploration expenditure.
The Company expects to settle further amounts owed to Directors in new Ordinary Shares at the Placing Price and a further announcement will be made in due course as and when these have been determined.
Directors' interests
Following the issue of the New Shares, the Directors interests in the Company will be as follows:
Director | Number of ordinary shares | % interests in the enlarged share capital of the Company |
Neil Herbert | 19,642,857 | 6.8% |
Michael (Jack) Keyes | 54,220,707 | 18.7% |
Barbara Spurrier | 1,477,404 | 0.5% |
John O'Donovan | 2,600,100 | 0.9% |
AGR Loan conversion
AGR Energy previously agreed that the repayment date of the secured short term loan facility of US$200,000 to the Company ("Loan Agreement") provided by AGR Energy to the Company on 17 March 2015 would be extended by six months to 17 March 2016.
AGR Energy has agreed in principle that, subject to completion of the Second Placing, it will convert the outstanding amount owed by Frontier under the Loan Agreement, including accrued interest, into new ordinary shares at the Placing Price ("Loan Conversion Shares") in full and final settlement of the Loan Agreement. A further announcement will be made shortly.
Adviser shares issue
The Company has also agreed to issue 8,571,429 new Ordinary Shares to advisers in lieu of fees ("Adviser Shares") at the Placing Price. The Company expects to settle further amounts owed to advisers in new Ordinary Shares on the same terms and a further announcement will be made in due course.
Admission
The Placing Shares, the Settlement Shares and the Adviser Shares (the "New Shares"), in aggregate amount to 66,530,607, will, on issue, rank pari passu with the existing ordinary shares in issue and application will be made for the New Shares to be admitted to trading on AIM. Admission and trading in the New Shares on AIM is expected to commence on or around 27 July 2015 ("Admission").
Total voting rights
Following the issue of the Placing Shares, the Director Settlement Shares, the Loan Conversion Shares and the Adviser Shares, the Company's issued share capital consists of 290,532,540 Shares, with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Enquiries:
Frontier Resources International Plc Jack Keyes, Chief Executive Officer Neil Herbert, Chairman |
Tel: +1 (281) 920 0061 Tel: +44 (0) 020 3475 8108 |
Beaumont Cornish (Nomad) Michael Cornish Roland Cornish |
Tel: +44 (0)20 7628 3396 |
Beaufort Securities Limited (Broker) Zoe Alexander
|
Tel: +44 (0)20 7382 8300 |
A copy of this announcement is available from the Company's website www.friplc.com
ENDS
Related Shares:
CPT.L