31st Dec 2018 07:00
HIGHLAND GOLD MINING LIMITED
31 December 2018
Completion of Acquisition and Issue of Equity
Highland Gold Mining Limited ("Highland Gold" or the "Company", AIM: HGM) today reports that, further to its announcement on 20 December 2018, it has completed the acquisition of the Valunisty mine and related companies from Aristus Holdings Limited ("Aristus") after receiving confirmation of the legal transfer of ownership of the assets being acquired. As part of the consideration for the acquisition, the Company issued 38,621,343 ordinary shares of £0.001 each to Aristus.
Highland Gold has applied for admission of these new shares to trading on the AIM Market of the London Stock Exchange at 8.00am on 2 January 2019. The new shares issued to Aristus, which are equal to 10.61 per cent of the issued share capital of the Company, are subject to a six-month lock-up agreement.
The issued share capital of Highland Gold as of today is 363,843,441 ordinary shares of £0.001 per share. This number may be used by Highland Gold shareholders as the denominator for calculations by which they will determine if they are required to notify of their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
FOR FURTHER INFORMATION PLEASE CONTACT:
Highland Gold Mining Ltd. | John Mann, Head of Communications + 7 495 424 95 21 Duncan Baxter, Non-Executive Director + 44 (0) 1534 814 202
|
Numis Securities Limited (Nominated Adviser and Joint Broker) | John Prior, James Black, Paul Gillam +44 (0) 207 260 1000
|
BMO Capital Markets Limited (Joint Broker) | Jeffrey Couch, Tom Rider, Pascal Lussier Duquette +44 (0) 207 236 1010
|
Peat & Co (Joint Broker) | Charlie Peat +44 (0) 207 104 2334 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
Highland Gold Mining Limited | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Aristus Holdings Limited | |||||
City and country of registered office (if applicable) | Limassol, Cyprus | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 28 December 2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 28/12/2018 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial in- struments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached |
10.61% |
10.61% |
38 621 343 | |||
Position of previous notification (if applicable) |
0.00% |
0.00% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary shares GB0032360173 | 38 621 343 | 0 | 10,61% | 0 | |||||
SUBTOTAL 8. A | 38 621 343 | 10,61% | |||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument |
Expiration datex |
Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expiration datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights |
% of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial in- struments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
38 621 343 shares were issued to Aristus Holdings Limited as consideration payable pursuant to the Sub- scription Agreement on acquisition by Highland Gold Mining Limited of 100% interest in three companies, owning one operating gold mine and two significant licence areas in the Russian region of Chukotka . | ||||
Place of completion | London |
Date of completion | 28 December 2018 |
Related Shares:
HGM.L