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Issue of Equity

15th Dec 2010 07:00

RNS Number : 9726X
Noventa Limited
15 December 2010
 



15 December 2010

 

 

 

Noventa Limited

("Noventa" or the "Company")

 

[AIM:NVTA]

 

Placing to raise £15.2 million 

 

 

Noventa (AIM:NVTA), the Mozambican miner and producer of tantalum concentrate, announces that yesterday it completed a placing (the "Placing"), which was oversubscribed, with institutional and other investors raising gross proceeds of £15.2 million (approximately $24 million), approximately £14.2 million ($22.4 million) net of expenses.

 

The net proceeds of the Placing will be applied to fund equipment, installation and infrastructure, engineering, procurement, construction and management ("EPCM") costs and indirect construction costs at its flagship Marropino mine and for general working capital purposes.

 

Details of the Placing

A total of 160 million new ordinary shares of 0.04 pence each in the capital of the Company ("Ordinary Shares") have been placed at a price of 9.5 pence per share (the "Placing Shares"). The Placing Shares represent an increase of 47.9 per cent. in the Company's current issued share capital of 334,299,865 Ordinary Shares. The Placing is conditional, inter alia, on admission of the Placing Shares to trading on the AIM Market of the London Stock Exchange plc ("AIM"). The Placing was led by Canaccord Genuity Limited ("Canaccord") with funds also raised by Religare Capital Markets plc ("Religare Capital Markets").

Application has been made for the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Placing Shares to AIM ("Admission") will take place and that trading in the same will commence at 8:00 a.m. on Friday 17 December 2010.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares at the date of their relevant issue, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the relevant Placing Shares.

 

Use of Placing Proceeds

The net proceeds of the Placing will be utilised as follows:

·; to purchase and install an interim comminution circuit at the Company's Marropino mine ("Marropino") - which will also form part of the final upgraded plant - which will allow the Company to increase production from a rate of 50,000lbs per annum of tantalum pentoxide ("Ta2O5") from the current tailings production to a rate of 200,000lbs per annum by Q2 2011 using run of mine ("ROM") material to take the Company to near breakeven;

·; to fund the EPCM contract, capital expenditure and construction costs in relation to the proposed upgrade in the processing plant capacity at Marropino to over 600,000lbs per annum of Ta2O5 with ramp up scheduled to begin in Q4 2011 with an anticipated all in cost of less than $37/lb; and

·; to provide the Company with additional working capital.

 

The additional capacity in excess of the Company's existing guaranteed off-take agreements of in excess of 400,000lbs per annum is anticipated to be sold at a higher price on the Ta2O5 spot market or to existing off-takers at market related prices.

The Company's proposed upgrades to the existing processing capability and infrastructure of the Marropino plant will enable it to handle material from the Company's Mutala, Morrua and other surrounding sites as required and thereby providing a capital efficient route to maintain and potentially increase the planned production.

 

The following table sets out the uses of the gross proceeds of the Placing:

 

Use of gross proceeds of the Placing

Approximate amount (US$)

Percent (%)

Capital expenditures1

20.2

84

Working capital1 and finance costs

3.8

16

Total use of the net proceeds of the Placing

24

100

1 See table below for total capital expenditure and working capital for upgrade of Marropino processing plant

 

 

Operational update on Marropino

Long lead items at the mine have already been ordered and Marropino is currently producing at a rate of 50,000lbs/pa Ta2O5 from tailings. The revised liberation process has been proven at an industrial scale with current recoveries of 51 per cent. which compare extremely favourably with 31-35 per cent. under previous management. These recoveries have been obtained using the refurbished existing plant. Management are targeting at least 60 per cent. recovery with the new enhanced process plant.

Noventa also continues to work to prepare the mine infrastructure for recommencing production in accordance with the previously announced strategic plan. Work on the site access roads has been completed and the Company continues to progress repairs of the existing tailings dams. It has also started construction of a new tailings dam for when production from new ore recommences as well as undertaking earth works to prepare the pit for recommencement of ROM production.

Noventa has secured ethical EICC-compliant off-take agreements for three years from 2011 with two leading mineral processors for in excess of 400,000 lbs per annum of Ta2O5. These off-take contracts reduce investment risk and guarantee pricing whilst retaining upside pricing potential for the Company's additional production capacity.

 

Increase in capital expenditure 

Following additional design work as the planning of the upgrade has progressed to the detailed design stage, the forecast capital expenditure for the new processing plant at Marropino has increased from $20 million to $28 million. Due to the current spot price of Ta2O5 having increased from $32/lb at the start of 2010 to over $100/lb now, the Company has decided to increase the capacity of the plant from 500,000lbs per annum to over 600,000lbs per annum. In order to meet these enhanced targets, higher recoveries are required from the plant and the enlarged capital expenditure envisaged is due to a number of items essential to maximise recoveries and therefore enhance shareholder value. The new equipment is as follows:

·; an interim comminution circuit, which will seamlessly integrate into the final process plant, is expected to be installed by Q2 2011 to allow production to increase rate from 50,000 - 200,000lbs/pa of Ta2O5 by Q2 2011 to take the operation to near breakeven;

·; an expanded and enhanced dry plant will be expanded and enhanced allowing production of a cleaner product and therefore facilitating ease of global transport. This also has the added benefit of a rare earth concentrate by-product;

·; a re-grind mill circuit, two Vertical Shaft Impactors ("VSIs") (the original three year play originally required one VSI) and additional gravity spirals to facilitate the necessary increase of recirculation and, therefore, recovery of Ta2O5;

·; the necessary mining fleet; and

·; a SCADA (Supervisory, Control and Data Acquisition) system to provide automatic flow control to the spiral plant increasing efficiency.

These additions should allow the Company to increase targeted recoveries from 47.5 per cent. to over 60 per cent. at an input grade of 220ppm, increasing output capacity from 500,000 lbs to over 600,000 lbs per annum of Ta2O5 which the Directors hope will enable the Company to capitalise on the forecast Ta2O5 global supply and demand imbalance.

 

As such, the Company's total capital expenditure for the upgrade to the Marropino plant is forecast to be as follows:

Phase 1&2 Expenditure (Completed)

Approximate amount ($ millions)

%

Working capital, plant & equipment

11.0

100

Phase 3 Expenditure

Equipment, installation and infrastructure, EPCM costs and indirect construction costs

28.0

85

Working capital

5.0

15

Total capital expenditure

33.0

100

 

The Company's capital expenditure is anticipated to be as detailed above. Noventa's current cash position is approximately $4.0 million and it has already invested $1.6 million of the required capital expenditure. Noventa currently intends to fund any remaining capital items from debt finance.

Debt Funding

The net proceeds of the Placing should allow Noventa to aggressively target the enhanced production and order all long lead items for the enhanced Marropino plant without delay. In order to fund the remaining capital items, the Company expects to secure debt finance. Noventa currently has a draft term sheet for approximately $17m of debt. The debt financing is currently anticipated to be secured in H1 2011. This funding is subject to, amongst other things, negotiation and execution of long form documentation.

 

Related Party Transaction

 

Barons Financial Services (UK) Limited, ("BFSUK") a company authorised and regulated by the Financial Services Authority acted as a sub-agent on behalf of Religare Capital Markets during this fundraising, for which it will receive a net commission share of £80,500 and 847,368 warrants at a subscription price of 9.5 pence per Ordinary Share, exercisable up until 18 months from the date of Admission. BFSUK, in which Mr. Kohn has a beneficial interest through its Swiss parent company, is a Related Party as defined under the AIM Rules for Companies. The independent Directors (being all Directors other than Mr. Kohn), who have consulted with Religare Capital Markets (UK) Limited, the Company's nominated adviser, believe the terms of these arrangements with BFSUK, to be fair and reasonable insofar as shareholders are concerned.

 

 

Additional issue of warrants

 

In connection with the Placing and in addition to the warrants to be issued to BFSUK described above, the Company has agreed to issue a further 7,152,632 warrants split as to 1,107,953 warrants to Religare Capital Markets and 6,044,679 warrants to Canaccord(or their respective nominees) to subscribe for new Ordinary Shares at a price of 9.5 pence per Ordinary Share, exercisable at any time up until 18 months from the date of Admission.

 

Eric Kohn, Chairman of Noventa, commented:

 

"The success of this equity raise reflects the trust of the shareholders in the management of Noventa and the project. The management team and I will do everything possible to respond to this trust and work hard to achieve the speedy commissioning of the upgraded processing plant at Marropino and reaching our targeted tantalum production rate of over 600,000lbs per annum."

 

TSX Listing

 

The Company was informed on 14 December 2010 that the Toronto Stock Exchange ("TSX") has conditionally approved the listing of the Ordinary Shares of Noventa. Listing of the Ordinary Shares is subject to the Company fulfilling all of the requirements of the TSX on or before 1 March 2011. The Company is taking the necessary steps to meet these conditions as soon as possible.

 

Following this successful Placing Noventa is looking to finalise its TSX listing and will keep shareholders informed of further progress.

 

Additional Information

 

The following table sets out details of Significant Shareholders (as defined in the AIM Rules) of the Company, insofar as the Company is aware, following the Placing and any acquisitions made in the Placing at the placing price of 9.5 pence per Placing Share.

 

Ordinary Share held prior to the Placing

Ordinary Shares acquired in the Placing

Ordinary Share held following the Placing

Percentage of Ordinary Shares held following the Placing (%)

 

Highland African Ventures Limited #

79,373,079

-

79,373,079

16.06

Richmond Capital LLP

-

42,156,000

42,156,000

8.53

Panta Holdings BV

5,578,461

15,789,450

21,367,911

4.32

Kaizan Capital LLC

-

26,648,900

26,648,900

5.39

JMM Trading LP

15,103,557

1,665,950

16,769,507

3.39

Fidelity Investments Limited

15,090,100

-

15,090,100

3.05

 

# Highland African Ventures Limited is owned by a trust whose trustee is Fleming Family & Partners Liechtenstein and Mr. R J Fleming is one of the potential beneficiaries. Fleming Family & Partners Liechtenstein has a total interest, including through Highland African Ventures Limited, in a total of 89,203,154 shares (18.05 per cent. of the issued shares). Mr. R J Fleming has an interest, including through Highland African Ventures Limited, in a total of 85,208,892 shares (17.24 per cent. of the issued shares).

 

The following table sets out details of Director's Shareholdings (as defined in the AIM Rules) of the Company following the Placing.

 

Ordinary Shares

 

Percentage of Ordinary Shares held (%)

 

Eric Kohn TD *

6,321,528

1.28

Kean Chung ***

5,810,441

1.18

John Allan **

3,093,282

0.63

Pat Lawless

680,950

0.14

Dr Joachim Martin

396,484

0.08

Tim Griffiths

303,986

0.06

Guy Coltman

122,234

0.02

Leslie Heymann

0

0.00

 

* These shares are held by Barons Financial Services Limited, a company in which Mr. Kohn has a beneficial interest.

 

** These shares are held by Ekasure Limited, a company in which Mr. Allan has a beneficial interest

 

*** 5,500,000 of these shares are held by a family trust of which Mr. Chung is a potential beneficiary

 

Following the Placing, the Company will have 494,299,865 Ordinary Shares in issue and following the issue of all of the 29,859,511 Additional Subscription Shares (as defined in the Company's 'Issue of Equity' announcement of 3 September 2010) the Company will have 514,206,206 Ordinary Shares in issue. The Company does not hold any Shares in treasury.

 

 

 

For further information please contact:

 

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

 

Nick Harriss/Emily Staples

Religare Capital Markets (UK) Limited (Nominated Adviser)

+44 20 7444 0800

 

Andrew Chubb/Kit Stephenson

Canaccord Genuity Limited (Joint Broker):+44 20 7050 6500

 

Daniel BriggsReligare Capital Markets plc (Broker)+44 20 7444 0500

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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