REG - Andrada Mining Ltd - Share issue in lieu of CLN cash interest payment

Andrada MiningAnnouncement

02/08/2024 14:15

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RNS Number : 0397Z  Andrada Mining Limited  02 August 2024

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information will be in the public domain.
 

2 August 2024

Andrada Mining LimiteD

("Andrada" or the "Company")

UTMC ownership restructuring concluded

Disposal of ML129 completed

Issue of Equity

Issue of shares in lieu of cash interest payment on Convertible Loan Notes

Further to the announcement of 27 June 2024, Andrada Mining Limited (AIM: ATM,
OTCQB: ATMTF), the critical raw materials producer with mining and exploration
assets in Namibia, is pleased to announce completion of the UTMC ownership
restructuring and the associated issue of the SMU Shares and the Sinco Shares,
as defined below. The Company has also disposed of licence ML129 as part of
this transaction. In addition, the Company confirms it has today issued the
Convertible Loan Note Shares to convertible loan holders in lieu of interest
cash payments on those Convertible Loan Notes (all as defined below).

UTMC Restructuring Concluded

As set out above, the Directors confirm, that following completion of all
conditions Andrada has concluded the ownership restructuring of its
subsidiary, Uis Tin Mining Company Limited ("UTMC") (the "Acquisition") by
acquiring the shares in UTMC it did not own from the Small Miners of Uis
("SMU"). UTMC is Andrada's operational Namibian entity and now owns 100% of
the Company's Lithium Ridge and Uis mining licences (ML133 and ML134) (the
"Licences"). At the same time UTMC has disposed of ML129 as part of the
consideration for the Acquisition.

Full details of the Acquisition are set out in the announcement dated 27 June
2024. The agreed terms of the Acquisition are as follows.

§ The issue by Andrada of Ordinary Shares to the SMU for a total value of
NAD12 million (£515 891) ¹ using a 30-day VWAP on the date prior to the
completion of the Acquisition.

§ NAD18 million (£774 174) ¹ total cash payment to be paid by Andrada
Namibia to SMU by way of 240 monthly payments of NAD75 000.

§ Transfer of Andrada Namibia's 85% interest in ML 129 to the SMU.

§ The transfer of 5% of the shares on behalf of SMU in UTMC to Sinco
Investments Five (Pty) Limited ("Sinco").

Details of the SMU consideration shares

As set out above, as part of the consideration for the Acquisition, SMU has
been issued 13 651 560 Ordinary Shares (the "SMU Shares") at a price of
3.7688p per Ordinary Share, for the value of NAD12 million (£514 500) ¹. The
price was calculated using the 30-day VWAP on 31 July 2024 being the day prior
to the completion of the Acquisition, as set out in the Acquisition
agreement.

Exercise of Sinco option

In addition, Andrada was granted an option over the shares that had been
transferred to Sinco as part of the consideration for the transaction. Now
that the Acquisition Documentation has been completed, Andrada has exercised
its option to acquire the remaining 5% of UTMC held by Sinco thereby taking
full ownership of the Company's Lithium Ridge and Uis mining licences (ML133
and ML134). The exercise consideration payable is the issue by Andrada of
Ordinary Shares in the Company for a total value of NAD24 million (£1 029
000) ¹ at a price of 3.3035p per Ordinary Shares using a 10-day VWAP as on
the date prior to the completion of the Acquisition, as set out in the
relevant Option Agreement. Accordingly, Sinco has been issued 31 148 782
Ordinary Shares (the "Sinco Shares").

Issue of Equity to Convertible Loan Note Holders

Further to the announcement of 18 July 2023, the Company has today issued
28 436 506 ordinary shares in the Company at a price of 3.3035 p per ordinary
share to convertible loan holders in lieu of interest cash payments (the
"Convertible Loan Note Shares"). On 18 July 2023, the Company issued 77
unsecured convertible loan notes ("Convertible Loan Notes") of £100 000 each
for a total value of £7.7 million. The proceeds from the Loan Notes were
utilised to complete the lithium pilot plant and tantalum circuit.

Further details on the Loan Notes

The Loan Notes have a three-year term to 20 July 2026 and an interest rate of
12% per annum. The interest must be paid within 15 days of each relevant
anniversary issue date (being, in each year, 21 July). The interest is payable
either in cash or by the issue of ordinary shares at a price equivalent to the
30-day VWAP prior the anniversary date being 21 July 2024 for a total interest
payment of £939 400. By way of an addendum signed on 31 July 2024 it was
agreed that the 30-day VWAP would be calculated by reference to 31 July 2024.

Admission of shares on AIM

Application has been made to the London Stock Exchange for admission of the
SMU Shares, Sinco Shares and the Convertible Loan Note Shares (being a total
of 73 236 848 Ordinary Shares) to trading on AIM. It is expected that
admission will become effective and dealings in all the shares will commence
on AIM at 8.00 a.m. on 8 August 2024. The SMU Shares, Sinco Shares and
Convertible Loan Note Shares have been issued fully paid and rank pari
passu in all respects with the Company's existing Ordinary Shares.

Total voting rights

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 1 653 487 606 with voting rights. 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's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

 

 

 

 

 

CONTACT
 Andrada Mining                       +27 (11) 268 6555

Anthony Viljoen, CEO

 Sakhile Ndlovu, Investor Relations

 NOMINATED ADVISOR & BROKER
 Zeus Capital                          +44 (0) 20 2382 9500

Katy Mitchell

 Harry Ansell

 Andrew de Andrade

 CORPORATE BROKER & ADVISOR
 H&P Advisory Limited                 +44 (0) 20 7907 8500

Andrew Chubb

 Jay Ashfield

 Matt Hasson

 Berenberg                            +44 (0) 20 3753 3040

Jennifer Lee

 Natasha Ninkov

 FINANCIAL PUBLIC RELATIONS
 Tavistock (United Kingdom)           +44 (0) 207 920 3150

Jos Simson

                                    andrada@tavistock.co.uk
 Charles Vivian

 Josephine Clerkin

 
About Andrada Mining Limited

Andrada Mining Limited is listed on the London Stock Exchange (AIM) with
mining assets in Namibia, a top-tier investment jurisdiction in Africa.
Andrada strives to produce critical raw materials from a large resource
portfolio, to contribute to a more sustainable future, improved lives and the
upliftment of communities adjacent to its operations. Leveraging its strong
foundation in Namibia, Andrada is on a strategic path to becoming a leading
African producer of critical metals including lithium, tin and tantalum. These
metals are important enablers of the green energy transition, being essential
for components of electric vehicles, solar panels and wind turbines.

 

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