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Placing to raise £7.9m

28th Mar 2012 11:17

RNS Number : 2569A
Stratex International PLC
28 March 2012
 



28 March 2012

Stratex International Plc

("Stratex" or the "Company")

Placing to raise £7.9 million

Stratex International Plc (LSE-AIM: STI), announces that it has conditionally raised approximately £7.9 million before expenses via a placing (the "Placing") of 103,606,558 new ordinary shares of 1 pence each, representing approximately 22.2 per cent of the issued share capital of the Company as enlarged by the Placing, at a price of 7.625 pence per share (the "Placing Shares"). The placing price was equal to the closing share price as at 26 March 2012.

Highlights

 

·; Stratex successfully completes £7.9 million conditional share placing

·; Funds to be used to accelerate development of majority-owned projects in East and West Africa

·; Placees include major new institutional shareholders

·; AngloGold Ashanti and Thani Ashanti maintain their 11.52% and 2.20% interests respectively

 

Christopher Hall, Chairman, commented:

"We are delighted with the strong support received from institutional investors for the placing which represents a major milestone for Stratex and enforces the long term value creation we are undertaking. Over the past 3 years, we have taken, with partners, the Inlice and Altintepe projects towards production, defined a new epithermal province in the Afar region of Ethiopia and acquired a West African portfolio, as well as having confirmed Öksüt in Turkey as a major new discovery with our partner Centerra Gold. We are excited by the various opportunities to create shareholder value and the funds raised will enable us to achieve this objective. The fact that this placing was oversubscribed underlines the operational progress that the company has made, the quality of our assets and the management's ability to execute its business strategy."

 

Further Information

The Placing was strongly supported by institutional investors and was significantly over-subscribed. A total of £2.69 million, representing the issue of 35,272,745 Placing Shares, has been raised pursuant to the authorities granted to the Directors to allot new ordinary shares on a non-pre emptive basis pursuant to certain resolutions passed at the 2011 Annual General Meeting (the "Existing Authorities"). A further total of £5.21 million, representing the issue of 68,333,813 Placing Shares, is conditional on, inter alia, shareholder approval through the passing of certain resolutions at a general meeting.

A circular convening a general meeting to be held at 10.00 a.m. on 16 April 2012 (the "General Meeting") will be posted to shareholders today. At the General Meeting, shareholder approval will be sought, inter alia, for the allotment and issue of 68,333,813 Placing Shares, the allotment of up to 2,072,130 shares pursuant to the issue and exercise of Warrants (as defined below) and the allotment of Ordinary Shares pursuant to a rights issue (or similar offer). Shareholder approval will also be sought to grant additional authorities to allot and issue shares, representing approximately 6.34 per cent. of the issued share capital following the Placing, to provide the Company with a level of flexibility with future funding in the event that it is required.

To enable the Company to take advantage of the Existing Authorities, the Placing will comprise two Admissions:

·; First admission will comprise of 35,272,745 Placing Shares ("First Admission"); and

·; Second admission will comprise of 68,333,813 Placing Shares ("Second Admission").

 

First Admission is not conditional on Second Admission occurring, but Second Admission is conditional on First Admission having occurred and the passing of the appropriate resolutions at the General Meeting.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission will become effective and dealings will commence at 8.00am on:

·; 3 April 2012 (for the Placing Shares that are the subject of First Admission); and

·; 20 April 2012 (for the Placing Shares that are the subject of Second Admission).

 

Assuming that First Admission and Second Admission both occur, the net proceeds of the Placing of £7.5 million, will, in the opinion of the Directors, provide sufficient capital to fund detailed surface sampling of outcropping vein systems in the Blackrock licence area, at least 15,000 metres of drilling at its Blackrock project, the completion of regional targeting and acquisition of additional projects at its Afar project, reconnaissance drilling of new discoveries, and the provision of remote support, logistics and camp overheads for its East Africa projects. A minimum of £1 million will be applied towards progression of the Company's West Africa projects including high-resolution airborne surveys, reconnaissance exploration, and drilling in Senegal and the completion of early stage exploration work in Mauritania. The Company also plans to target the acquisition of additional projects in the region and following completion of the Placing will be well-placed to take advantage of suitable opportunities.

 

In the event that only First Admission occurs, through the issue of 35,272,745 Placing Shares pursuant to the Existing Authorities, the gross proceeds of the Placing are expected to be £2.69 million and the net proceeds after expenses are expected to be £2.52 million. In this event, the net proceeds arising will primarily provide ongoing working capital support to the Company and will provide funding for approximately 10,000 metres of drilling within the Blackrock licence area and the acquisition of new prospects in the Afar region, together with the necessary logistic support. £0.5 million will be directed to completion of the airborne geophysical survey of the Dalafin licence in Senegal and reconnaissance drilling of key targets thereafter.It will not however allow the Company to complete an extended drilling programme of the multiple vein systems within the Blackrock licence area, nor undertake the exploration of the four licence areas in Mauritania and acquisition of other prospects in the wider region. Consequently, given the capital-intensive nature of the Company's operations, the Company could be required to seek further equity investment in the near term, dependent on gold production and cash flow from Turkey development projects.

 

Details of the Placing

The Placing is being conducted on behalf of the Company by Northland Capital Partners Limited ("Northland Capital Partners") and Renaissance Capital Limited ("Renaissance") pursuant to the terms of a placing agreement (the "Placing Agreement"). Pursuant to the Placing Agreement, Northland Capital Partners Limited and Renaissance, have procured subscribers for 103,606,558 new ordinary shares, in aggregate, at a price of 7.625 pence per ordinary share.

The Placing Agreement contains warranties in favour of Northland Capital Partners and Renaissance given by the Company with respect to its business and certain matters connected with the Placing. In addition, the Company has given customary indemnities to Northland Capital Partners and Renaissance in connection with the Placing and their performance of services in relation to the Placing. Northland Capital Partners and Renaissance have certain rights to terminate the Placing Agreement in specified circumstances. Northland Capital Partners and Renaissance will also be issued with warrants giving the right to subscribe for new ordinary shares in the Company ("Warrants"). Northland Capital Partners will receive 606,772 Warrants in respect of First Admission and will receive 1,175,499 Warrants in respect of Second Admission. Renaissance will receive 98,682 Warrants in respect of First Admission and will receive 191,177 Warrants in respect of Second Admission. The Warrants are exercisable at 11 pence per ordinary share in year one, 12 pence per ordinary share in year two and 14 pence per ordinary share in year three.

The Company is pleased to announce that AngloGold Ashanti Ltd ('AngloGold') and Thani Ashanti ('Thani'), an AngloGold joint venture company, have each taken part in the Placing in order to maintain their equity stakes.

AngloGold has agreed to invest a total of £909,000 at the Placing Price. Subject to shareholder approval at the General Meeting for the allotment of the Second Admission Shares this will increase their holding in the Company to 53,710,219 ordinary shares and maintains their percentage shareholding at 11.5%.

Thani has agreed to invest a total of £174,000 at the Placing Price. Subject to shareholder approval at the General Meeting for the allotment of the Second Admission Shares this will increase their holding in the Company to 10,263,013 ordinary shares and maintains their percentage shareholding at 2.2%.

Stratex Chief Executive Bob Foster said, "We are pleased that AngloGold and Thani have again supported their investment in Stratex in maintaining their equity stake. This continues to demonstrate their commitment to Stratex as well as their belief in our management team and business strategy."

Under the AIM Rules, the subscription by AngloGold constitutes an AIM Rule 13 related party transaction. The directors consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Following First Admission, the issued share capital of Stratex shall comprise 398,424,433 ordinary shares of 1 pence each. The Company holds no shares in treasury. Therefore, the total number of voting rights in the Company following First Admission will be 398,424,433. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Services Authority's Disclosure and Transparency Rules.

 

Details of the General Meeting

The General Meeting will be held at the offices of Northland Capital Partners, 4th Floor, 60 Gresham Street, London EC2V 7BB at 10.00 a.m. on 16 April 2012. A form of proxy for use at the General Meeting will be enclosed with the circular sent to shareholders. The form of proxy should be completed and returned to the Company's registrars, Share Registrars Limited, Suite E, 1st Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or sent by fax to 01252 719232 or scanned and sent by email to [email protected], in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 14 April 2012. Completion and return of a form of proxy will not preclude shareholders from attending and voting in person at the General Meeting should they so wish.

The Directors consider the Placing to be in the best interests of the Company and its shareholders as a whole and accordingly recommend that shareholders vote in favour of the resolutions to be proposed at the General Meeting as they intend to do in respect of their own holdings representing in aggregate approximately 6.07% of the current issued share capital.

 

* * ENDS * *

 

For further information on Stratex International Plc and its projects please visit www.stratexinternational.com, email [email protected], or contact:

 

Stratex International Plc

Tel: +44 (0)20 7830 9650

 

Christopher Hall / Bob Foster / Claire Bay

 

Grant Thornton Corporate Finance

Tel: +44 (0)20 7383 5100

Gerry Beaney / Melanie Frean

 

Northland Capital Partners Limited

Tel: +44 (0)20 7796 8800

Gavin Burnell / Tim Metcalfe

John-Henry Wicks / John Howes (Sales)

 

Newgate Threadneedle

Tel: +44 (0)20 7653 9850

Graham Herring / Terry Garrett / Beth Harris

 

Renaissance Capital Limited

Rob Edwards

Tel: +44 (0)20 7367 7781

 

Notes to editors:

Stratex International Plc is an AIM-quoted exploration and development company focussing on gold and base metal opportunities in Turkey, East Africa, and West Africa.

Stratex - Turkey Portfolio

In Turkey, Stratex is moving to gold production at the Inlice project through its partnership with its Turkish partner NTF, subject to outcome of an Environmental Impact Study (EIS). Altıntepe is also targeted to go into production through a joint venture with Turkish partner Bahar Madencilik, also subject to outcome of an EIS and technical studies. The Company also remains focused on discovering and developing new projects through low-cost exploration, adding maximum value prior to optioning/joint venturing or selling on to a dedicated mining company. 

·; Total resources stand at approximately 2.26 million oz of gold (combined oxide and sulphide gold) and 7.1 million oz of silver, on a global resource basis

·; Partnership with NTF, a technically capable Turkish company, to rapidly develop the 59,600 oz gold reserve at the Inlice project

·; Partnership with Turkish company Bahar Madencilik to advance development of the 490,000 oz Altintepe oxide-gold project in northern Turkey to production

·; An option/joint venture agreement with Centerra Exploration B.V., a wholly owned subsidiary of Centerra Gold Inc., to explore and develop the Öksüt project, a high-sulphidation gold discovery located in Central Anatolia. Resources here were recently expanded to 1,047,871 oz Au in Ortaçam and Ortaçam North zones at a cut-off grade of 0.2 g/t Au.

·; A further option/joint venture agreement with Centerra Exploration B.V. to explore the multiple high-sulphidation alteration zones of the Altunhisar project in Central Anatolia

·; An option/joint venture agreement over the Hasancelebi project, a high-sulphidation gold project in central Turkey with Teck Madencilik Sanayi Ticaret A.S., a Turkish subsidiary of Teck Resources Limited of Canada, a major shareholder in Stratex

·; Exploration agreement with Antofagasta to explore Turkey for porphyry copper and other copper deposit-types that will be vested into an established JV 

Stratex East Africa Ltd ('SEA') - Ethiopia and Djibouti Portfolio 

·; A joint venture with Centamin plc to (i) evaluate the prospective 37 sq km Shehagne gold project in Ethiopia (Stratex has 60% of the project), and (ii) explore targets in northern Ethiopia on a 70:30 joint venture basis.

·; Berahale EEL covers an area of 1,107.44 sq km in northern Ethiopia and is prospective for gold and base metals

·; Multiple low-sulphidation vein systems recently discovered in the Blackrock EEL with bonanza gold values up to 34.6 g/t Au and 60.4 g/t in outcrop

·; 3,765 sq km land position over new epithermal gold discovery and multiple related gold targets in the Afar Depression of eastern Ethiopia and Djibouti

·; Stratex International has signed a binding Heads of Agreement with Thani Ashanti, an AngloGold Ashanti Limited joint venture company, to fast-track development of the first 10 prospects identified within the Afar Depression (collectively the 'Afar Project'). Thani Ashanti can earn 51% of the Afar Project by spending US$3 million on exploration and development over two years. Recent results from the scout drilling programme at Megenta have confirmed epithermal gold mineralisation 

Stratex interest in West Africa 

Stratex has acquired the entire issued share capital of former private company Silvrex Limited (renamed Stratex West Africa Ltd), including its gold portfolio in Senegal, where the Company is now earning-in to an eventual 75% of an exploration licence in the highly prospective Kédougou-Kenieba area. The portfolio also includes four exploration licences acquired in Mauritania.

 

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