REG - AIM - Schedule One - Sovereign Metals Limited
16/11/2021 09:35
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RNS Number : 5084S AIM 16 November 2021
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Sovereign Metals Limited
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Level 9, 28 The Esplanade
Perth WA 6000
Australia
COUNTRY OF INCORPORATION:
Australia
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.sovereignmetals.com.au (http://www.sovereignmetals.com.au)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Sovereign Metals Limited ("Sovereign" or "the Company") is developing the
Kasiya Rutile Project ("Kasiya") in their Malawi Rutile Province located in
Malawi, Southeast Africa. The project, which is Sovereign's near-term focus,
has delineated Inferred Resources of 644Mt at 1.01% rutile (0.7% rutile
cut-off) including a high-grade component of 137Mt at 141% rutile (1.2% rutile
cut-off) and is on track to release a scoping study in late 2021.
Sovereign's graphite projects in Malawi include Malingunde, where Resources
and Reserves under the JORC Code (2012 edition) have been previously
delineated supporting a 2018 prefeasibility study (and updated per the DRA
competent persons report on the Company's website). The Company's senior
management are based in Perth, Western Australia and the Company's shares are
listed on the Australian Securities Exchange ("ASX").
The Company's activities and assets are more fully described in announcements
and documents available on the Company's website and on the ASX's website
(available at www.asx.com.au (http://www.asx.com.au) ), and in competent
person's reports prepared by Placer Consulting Pty Ltd and DRA Global
available on the Company's website.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
As at the date of notification the Company has 423,357,327 fully paid ordinary
shares of no par value that will be admitted to AIM. There are no
restrictions as to transfer of the securities.
No shares are held as treasury shares.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
The Company does not intend to raise any capital prior to or concurrent with
admission to AIM.
The market capitalisation on Admission is expected to be approximately A$280
million (being approximately GBP£150 million).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
19.6%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
The Company's ordinary shares are listed for trading on the ASX - ticker SVM
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Mr Benjamin Rade Stoikovich - Non-Executive Chairman
Dr Julian Rodney Stephens - Managing Director
Mr Ian Peter Middlemas - Independent Non-Executive Director
Mr Mark Laurence Pearce - Independent Non-Executive Director
The board composition set out above is as will be the case on Admission.
Currently Mr Ian Middlemas holds the role of Independent Non-Executive
Chairman and Mr Ben Stoikovich holds the role of Non-Executive Director.
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Before and After Admission
Sprott
Inc
10.19%
Arredo Pty
Ltd(1)
3.80%
Mr Mark Stuart
Savage
3.49%
Dr Julian
Stephens
3.15%
Arredo Pty Ltd is an entity holding interests of Mr Ian Middlemas, a Director
of the Company
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
No persons to be disclosed in accordance with Schedule 2, Paragraph (H) of the
AIM Rules.
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 30 June
(ii) n/a
(iii) 31 March 2022 (interim accounts for the 6 months ending 31
December 2021)
31 December 2022 (accounts for the year ending 30 June
2022)
31 March 2023 (interim accounts for the 6 months ending
31 December 2022).
EXPECTED ADMISSION DATE:
14 December 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
RFC Ambrian Limited
Octagon Point
5 Cheapside
London EC2V 6AA
United Kingdom
NAME AND ADDRESS OF BROKER:
Optiva Securities Limited
49 Berkeley Square
Mayfair
London W1J 5AZ
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
n/a
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
As a result of its listing on the ASX, the Company complies with Australian
corporate governance standards, including the ASX Corporate Governance
Council's "Corporate Governance Principles and Recommendations, 4(th) Edition"
DATE OF NOTIFICATION:
16 November 2021
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
The Company's ordinary shares are listed for trading on the ASX - ticker SVM
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
22 January 2007
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
The Directors of the Company confirm following due and careful enquiry, that
as at the date of this Announcement, the Company has adhered to all legal and
regulatory requirements involved in having their securities traded on the ASX
and has not been in breach.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.sovereignmetals.com.au (http://www.sovereignmetals.com.au)
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
Following Admission, the Company will continue its strategy as set out below.
The objective of the Group is to create long-term shareholder value through
the discovery, development and acquisition of technically and economically
viable mineral deposits.
To date, Sovereign has not commenced production of any minerals. To achieve
its objective, the Company currently has the following business strategies and
prospects over the medium to long term:
· Complete a Scoping Study to establish a cost profile and determine
the potential economics of the Kasiya rutile project;
· Conduct further exploration programs across rutile targets identified
on the Company's tenements; and
· Continue to examine other new business development opportunities in
the resources sector, both locally and overseas..
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
Subsequent to 30 June 2021, the Company issued 2,160,500 ordinary shares upon
the conversion of options, raising $380,250.
There are no other matters or circumstances which have arisen since 30 June
2021 that have significantly affected or may significantly affect:
· the operations, in financial years subsequent to 30 June 2021 of the
Group;
· the results of those operations, in financial years subsequent to 30
June 2021 of the Group; or
· the state of affairs, in financial years subsequent to 30 June 2021
of the Group.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors of the Company have no reason to believe that the working
capital available to the Company will be insufficient for at least twelve
months from the date of its Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
All Directors, applicable employees for the purpose of Rule 7 of the AIM
Rules, and related parties, whose interests in Shares and Options are detailed
in Section 10 of the Appendix to this Schedule One, have undertaken to RFC
Ambrian and the Company, in accordance with Rule 7 of the AIM Rules, not to
dispose of any interest that they have in the Company's securities (including
any securities which they may subsequently acquire within 12 months of
Admission) for a period of 12 months from Admission except in the very limited
circumstances allowed by the AIM Rules and as set out below.
It should be noted that certain Company Directors, Applicable Employees for
the purpose of Rule 7 of the AIM Rules, and related parties, Julian Stephens,
Ben Stoikovich, Mark Pearce, Dylan Browne, Sam Cordin, Reidwel Nyrienda and
Sapan Ghai (collectively the "Exception Parties") have or are likely to have:
· Option positions in the Company, a material number of which expire
during the period of 12 months from Admission, thereby posing cash flow
implications to the Exception Parties as the exercise of these Options
requires significant personal cash resources; and/or
· Performance Rights in the Company, a material number of which are
expected to vest during the period of 12 months from Admission, thereby posing
cash flow implications to the Exception Parties as their vesting triggers
income tax liabilities.
Accordingly, under the terms of the lock-in arrangements the Exception Parties
are permitted to sell only the minimum number of Shares needed to realise
sufficient proceeds in order to fund the total cost of exercising said Options
and/or to realise sufficient proceeds in order to meet the income tax
liabilities that would crystallise as applicable..
The Company has no other "related parties" or "applicable employees", as
defined in the AIM Rules, who would be required to enter into a lock-in
agreement.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
To settle the securities to be traded on AIM, the Company has applied for
Depository Interests, representing its ordinary shares, to be admitted to
CREST with effect from Admission. Accordingly, settlement of transactions in
the Depository Interests following Admission will take place within the CREST
system. CREST is a voluntary system and shareholders who wish to have them
held outside of CREST will have their details recorded on the Company's share
register maintained in Australia. Settlement on the ASX will continue to be
conducted under the ASX's electronic CHESS system.
Further details are provided in the Appendix to this Schedule One.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.sovereignmetals.com.au (http://www.sovereignmetals.com.au)
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
The Appendix to this Schedule One contains, inter alia, information equivalent
to that required for an Admission Document which is not already public. All
other public information is available at www.sovereignmetals.com.au
(http://www.sovereignmetals.com.au) (http://tangierspetroleum.com/) and
www.asx.com.au (http://www.asx.com.au) .
Detailed information on the Company's material assets is also set out in
competent person's reports prepared by Placer Consulting Pty Ltd and DRA
Global available on the Company's website.
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST
BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
19:
www.sovereignmetals.com.au (http://www.sovereignmetals.com.au)
The website contains the audited annual financial statements of the Company
for the financial year ended 30 June 2021 and the unaudited interim accounts
for the period ending 31 December 2020.
The financial report has been prepared in accordance with and complies with
Australian Accounting Standards as issued by the Australian Accounting
Standards Board (AASB) and International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board.
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None
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