Vela Technologies - Investment in Hamak Gold Limited
17/07/2024 07:00
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RNS Number : 6554W Vela Technologies PLC 17 July 2024
17 July 2024
Vela Technologies plc
("Vela" or "the Company")
Investment in Hamak Gold Limited
The Board of Vela (AIM:VELA), an AIM-quoted investing company focused on
early-stage and pre-IPO disruptive technology investments, announces that it
has entered into an unsecured convertible loan note instrument ("the
Agreement") with Hamak Gold Limited ("Hamak"), the Liberia-based gold
exploration and development company (LSE:HAMA).
As part of the Agreement, Vela has agreed to issue 2,424,242,424 new ordinary
shares of 0.01 pence each ("the Consideration Shares") to Hamak at a deemed
issue price of 0.012375 pence per share in consideration of the issue to Vela
by Hamak of £300,000 of unsecured convertible loan notes of £1 each ("the
Loan Notes"). The deemed issue price represents a premium of 7.61 per cent. to
Vela's closing mid-market price of 0.0115p on 16 July 2024.
The investment in the Loan Notes has been made by Vela in line with the
opportunistic investments category of the Company's stated investing policy.
The investment does not meet the core criteria of the Company's investment
policy, which is focused on the disruptive technology sector, but, in
accordance with the constraints of this investment category, it comprises less
than 5% of the Company's net asset value and is intended to be held for the
short term only.
Details of the Loan Notes
· The Loan Notes have a term of 24 months from the date of issue
and are redeemable on 16 July 2026 ("the Maturity Date").
· Vela is subject to a six-month lock-in period from the date of
the Agreement during which Vela is not entitled to submit a conversion notice
in relation to the Loan Notes.
· Until the Loan Notes are repaid by Hamak or converted by the
Company, interest will accrue at a rate of 10% per annum ("Accrued Interest").
· Accrued Interest will be paid on conversion or on the Maturity
Date.
· The Loan Notes, together with any Accrued Interest, are
convertible at the Company's option into Hamak ordinary shares at the lower
of:
§ a 25% discount to the volume-weighted average price for the five days
immediately prior to the issue of a conversion notice by the Company; and
§ a price of £0.03 (3p) per share.
· In the event that the Loan Notes are not converted by the Company
prior to the Maturity Date, the principal amount of the Loan Notes, together
with the Accrued Interest, is payable in cash by Hamak.
· The Loan Notes are transferable.
Hamak's ordinary shares are listed on the standard segment of the Main Market
and therefore Hamak's ability to issue new ordinary shares to Vela may be
limited until the publication of an FCA approved prospectus by Hamak.
Hamak has additionally undertaken to redeem £75,000 of the Loan Notes by
making cash payments to Vela at a minimum rate of £10,000 per month, or such
higher amount to a maximum of £25,000 per month, with the first payment due
to be made on 31 July 2024.
Information on Hamak
Hamak is a UK listed mining exploration and development company operating in
Liberia, with two highly prospective gold Mineral Exploration Licences (MELs)
that cover an area of 1,116.2 square kilometres. Liberia is considered highly
prospective for gold and is a geologically similar jurisdiction to the
neighbouring gold producing countries such as Guinea, Côte d'Ivoire, Mali,
Senegal, Burkino Faso and Ghana.
For the year ended 31 December 2023, Hamak reported a loss after tax of
US$0.68 million. As at 31 December 2023, Hamak's net assets were US$1.55
million.
Admission and Total Voting Rights
The Consideration Shares will rank pari passu in all respects with the
Company's existing ordinary shares. Application has been made to the London
Stock Exchange for the Consideration Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and that
dealings in the Consideration Shares on AIM will commence at 8.00 a.m. on or
around 22 July 2024.
The Consideration Shares to be issued to Hamak will represent 12.8% of Vela's
issued share capital on Admission.
From Admission the issued share capital of the Company will comprise
18,970,695,255 ordinary shares of 0.01 pence each (the "Ordinary Shares"),
with one vote per share. The Company does not hold any Ordinary Shares in
Treasury. Therefore, on Admission, the total number of Ordinary Shares and
voting rights in the Company will be 18,970,695,255. With effect from
Admission, this figure may be used by shareholders as the denominator for the
calculation to determine if there is a requirement under the FCA's Disclosure
Guidance and Transparency Rules to notify an interest in, or a change of
interest in, the share capital of the Company.
James Normand, Executive Director of Vela, commented:
"This is an opportunistic transaction, in which Vela is using its equity as
currency. We continue to be open to similar opportunities which have, in our
assessment, the capability of enhancing shareholder value."
For further information, please contact:
Vela Technologies plc Tel: +44 (0) 7950 389469
Brent Fitzpatrick, Non-Executive Chairman
James Normand, Executive Director
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0) 20 3328 5656
Nick Athanas / Piers Shimwell
Peterhouse Capital Limited (Broker) Tel: +44 (0) 20 7469 0930
Novus Communications (PR and IR Adviser) Tel: +44 (0) 20 7448 9839
Alan Green / Jacqueline Briscoe
About Vela Technologies
Vela Technologies plc (AIM: VELA) is an investing company focused on early
stage and pre-IPO long term disruptive technology investments. Vela's
investee companies have either developed ways of utilising technology or are
developing technology with a view to disrupting the businesses or sector in
which they operate. Vela Technologies will also invest in already-listed
companies where valuations offer additional opportunities.
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