Mining, Minerals&Mtl - Notice of General Meeting
11/07/2024 17:46
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RNS Number : 1229W Mining, Minerals & Metals PLC 11 July 2024
11 July 2024
Mining, Minerals & Metals plc
("MMM" or the "Company")
Notice of General Meeting
Mining, Minerals & Metals plc is pleased to announce that, following the
publication of its prospectus, the proposed acquisition of Georgina Energy plc
and the placing to raise gross proceeds of £5m is conditional upon, among
other things, the approval of Shareholders at a General Meeting of the Company
to be held at Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ on 29 July at
9.00 a.m.
The Resolutions seek, conditional on Re-admission, to approve, amongst other
things, the Acquisition, the change of the Company's name, the Share
Consolidation, and the Waiver of Rule 9 of the City Code.
The Prospectus and Notice of General Meeting will be posted to shareholders
today and are also available on the Company's website at www.mmmplc.com
(http://www.mmmplc.com)
Defined terms used in this announcement carry the same meanings as those
ascribed to them in the Company's Prospectus, unless the context requires
otherwise.
Highlights
· Proposed Acquisition of the entire issued and to be issued share
capital of Georgina Energy for an aggregate consideration of up to £5
million, to be satisfied by the issue of up to 57,500,000 New Ordinary Shares
(the "Consideration Shares");
· Proposed Placing to raise gross proceeds of £5 million through
the issue of 40,000,000 New Ordinary Shares at a placing price of 12.5p;
· Proposed share consolidation at a ratio of 1:5 (the "Share
Consolidation");
· Proposed change of name to Georgina Energy plc; and
· Proposed board changes.
Background on Georgina Energy
Georgina Energy has two principal onshore interests held through its wholly
owned Australian subsidiary, Westmarket O&G. The first, the Hussar
Prospect, in which Westmarket O&G holds a 100% working interest, is
located in the Officer Basin in Western Australia. The second, the Mount
Winter Prospect, is located in the Amadeus Basin in Northern Australia, which
Georgina has a right to earn an initial 75% interest in (with the potential to
reach 90%).
Expected Timetable of Principal Events
Publication of the Prospectus 11 July 2024
Placing funds due from Placees applying for Ordinary Shares in CREST 30 July 2024
Issue of New Ordinary Shares
Re-admission of the Ordinary Shares and admission of the 8:00 a.m. on 30 July 2024
New Ordinary Shares and commencement of unconditional dealings
in the Enlarged Share Capital
CREST members' accounts credited in respect of New Ordinary Shares 30 July 2024
Dispatch of definitive share certificates for New Ordinary Shares in within 10
Business Days certificated form by no later than of Re-admission
Record Date of the Share Consolidation 29 July 2024
Each of the times and dates above is subject to change without further notice.
Reference to a time of day are to London time (GMT). If any of the times
and/or dates above change the revised and/or dates will be notified by
announcement through a Regulatory Information Service.
Placing Statistics
Total number of Ordinary Shares as at the date of this Announcement 32,050,000
Number of Placing Shares being issued in the Placing 40,000,000
Number of Placing Shares as a percentage of the Enlarged Share Capital 44%
Issue Price £0.125
Number of Initial Consideration Shares being issued in connection with the 26,000,000
Proposed Acquisition
Number of Initial Consideration Shares as a percentage of the Enlarged Share 29%
Capital
Number of Debt Shares being issued in connection with the Debt Conversion 4,568,537
Number of Debt Shares as a percentage of the Enlarged Share Capital 5%
Number of Convertible Loan Shares being issued in connection with the 12,909,859
Conversion
Number of Convertible Loan Shares as a percentage of the Enlarged Share 14%
Capital
Enlarged Share Capital immediately on Re-admission 90,088,396
Number of Warrant Shares 18,902,932
Number of Performance Shares that may be issued in connection with the Up to 31,500,000
Proposed Acquisition
Gross proceeds from the £5,000,000
Placing
Working Capital Net £4,330,000
Proceeds
Market capitalisation of the Company at the Issue £11,200,000
Price
Dealing Codes
ISIN for the Ordinary Shares (at GB00BF7L9148
LPD)
SEDOL for the Ordinary Shares (at BF7L914
LPD)
ISIN for the Ordinary Shares on GB00BSMN5L80
Re-Admission*
SEDOL for the Ordinary Shares on BSMN5L8
Re-Admission*
LEI 2138008HMWNFOBOHGW65
TIDM GEX
* The new ISIN/SEDOL codes shall only become effective if the resolution to
approve the Proposed Consolidation is passed at the general meeting.
Proposed Board Changes
Conditional upon Re-admission, each of Kay Asare-Bediako, Mike Stewart and
Johnny Martin Smith
have agreed they will resign their positions as Directors of the Company.
On Re-admission the Board will comprise:
Peter Bradley, Non-executive Chairman (aged 63)
Peter Bradley, Non-executive Chairman and director, is a corporate lawyer with
around 35 years' experience advising on corporate transactions including
capital raising and mergers and acquisitions on private and public markets. He
has advised company boards from start-ups to some of the world's largest
listed companies. He has practiced extensively in both Europe and Asia, both
as a partner in City firms and in-house.
Anthony Hamilton, Chief Executive Officer (aged 64)
Anthony Hamilton is a Managing Partner of Westmarket Capital Ltd, is a Fellow
of the Institute of Directors in London and is an Accountant by profession
with over 35 years' of extensive experience in international business, from
investment advisory to Oil & Gas, exploration and production of gold,
diamonds, base metals and property development. Mr. Hamilton's experience has
encompassed the role as CEO of an Oil & Gas company in South Texas, USA,
raising US$55 million for the refurbishment and re-establishing of operations
producing 28 MMCFGD, managing both onshore and offshore operations. Mr.
Hamilton is also accredited with developing Zimbabwe and North America's first
commercial diamond mines with hands on expertise to develop assets from
discovery to production.
Mark Wallace, Chief Financial Officer (aged 54)
Mark Wallace is a Managing Partner of Westmarket Capital Ltd, holds a Bachelor
of Economics and Accounting, is a Chartered Accountant and has over 25 years'
expertise in the global financial markets having held positions with
internationally renowned investment banks and advisory firms including
Standard Chartered Capital Markets, Cantor Fitzgerald and Credit Lyonnais in
London and Natwest Capital Markets in Sydney. Mr. Wallace has significant
experience and expertise in funding for the development of production and
operational assets across numerous commodities and extensive knowledge of
off-take markets.
John Heugh, Executive Technical Director (aged 74)
John Heugh holds a BSc (Hons) in geology and has completed 6 units of drilling
engineering from the University of Texas, Austin. He has extensive experience
in oil and gas exploration geology, including wellsite geology, project
generation, operations geology and engineering support. John was the founding
director and Managing Director for 15 years of Central Petroleum Ltd., the
biggest acreage holder in Australia of prime petroleum exploration and
appraisal ground (70 million acres). Extensive helium exploration and target
identification expertise. Founding Director and Executive Vice-Chairman
PetroAfrique Oil & Gas Ltd. Founding director and Executive Chairman of
Gryphon Mining & Energy Melanesia Pty Ltd. Raised over $100 million for
exploration, initial development & discovery. John Orchestrated over $500
million of joint venture expenditure potential. Discovered over one trillion
tons of coal, a 300 km2 tight gas sand prospect, generated the first
horizontal well onshore in Australia, and delivered first commercial oil to
surface in the western Amadeus ever. Pioneered the promotion of unconventional
(shale gas and oil) in Australia in 2007.
Robin Fryer, Non-Executive Director (aged 77)
Robin Fryer is a financial consultant, experienced listed company director and
audit committee chairman; Robin is a former senior partner with Deloitte,
where he was Global Mining and Metals Industry Leader and Global Audit
Managing Director including being an audit committee financial expert for
regulatory requirements. Robin has many years of experience advising major
multinational companies in the mining, manufacturing, construction and service
sectors in Europe, Australia, North and South America, and Africa on IPOs,
mergers and acquisitions, due diligence, financial reporting, internal
control, risk management and internal audit.
Roy Pitchford, Non-executive Director (aged 73)
Roy is a Zimbabwean national and qualified as a Chartered Accountant in
Zimbabwe. He has highly experienced mining executive was formerly the chief
executive officer at Cluff Resources, where he led the re- development of
Freda Rebecca gold mine which was the largest gold mine in Zimbabwe and chief
executive officer at Zimplats, where he oversaw the development of the Ngezi
opencast platinum mine into production, the re-commission of the Selous
metallurgical complex and created a company with a platinum-group metals
resource base in excess of 300 million ounces. More recently, he was chief
executive officer of Vast Resources until December 2017, a company that has
mines in both Romania and Zimbabwe and is currently a non-executive director
of Contango Holdings plc who are mining coking coal in Zimbabwe.
Proposed Share Consolidation
As at the date of this announcement, the Company has an issued share capital
of £320,499.99, comprising 32,049,999 fully paid Existing Ordinary shares.
Prior to Re-admission and subject to shareholder approval, a Resolution has
been proposed to, inter aliaconsolidate each of the Existing Ordinary shares
of £0.01 each into 6,410,000 Ordinary shares of £0.05 each (on a 5:1 basis).
Based on a 5:1 ratio, one new Existing Ordinary Share will need to be issued
prior to the Proposed Consolidation to ensure the issued share capital is
exactly divisible.
As at the date of this announcement, there are loans owed to certain existing
creditors and shareholders of both the Company and Georgina that will be
repaid through the allotment of the Convertible Loan Shares and the Debt
Shares.
Prior to Re-admission and subject to shareholder approval, a Resolution has
been proposed to, inter alia, convert the CLN and Additional Convertible Loans
into the Convertible Loan Shares.
Prior to Re-admission and subject to shareholder approval, a Resolution has
been proposed, whereby the Re-admission Directors are generally and
unconditionally authorised, in accordance with section 551 of the Companies
Act, to exercise any power of the Company to allot Ordinary Shares up to an
aggregate nominal amount of £7,524,835.01 and as if section 561(1) of the
Companies Act did not apply to any such allotment, provided that power is
limited to the allotment of Ordinary Shares up to that aggregate nominal
amount. Such authority will be sufficient authority to allot and issue the New
Ordinary Shares.
Immediately following the issue of the New Ordinary Shares, the Enlarged Share
Capital will be 90,088,396 Ordinary Shares.
References in this announcement to "shares", the "share capital of the
Company", the Company's "Enlarged Share Capital" and the like shall therefore,
unless otherwise indicated, refer to the Company's ordinary shares after the
Proposed Consolidation and Debt Conversion, which are the Company's voting
shares and those proposed to be admitted following Re-admission.
Proposed Change of Name
Assuming the Resolutions are approved by Shareholders, the Company will
commence trading on its readmission under the new name of Georgina Energy plc.
END
For further information, please contact:
Mining, Minerals & Metals plc
Roy Pitchford Non-Executive Chairman, Mining, Minerals & Metals plc Telephone +44 (0)20 7317 0644
Email: roy@mmmplc.com
Georgina Energy plc
Tony Hamilton via Camarco
Mark Wallace
Tavira Financial Ltd - Financial Adviser and Joint Broker
Jonathan Evans +44 (0)20 3833 3719 (tel:+442038333719)
Oliver Stansfield
Oak Securities - Joint Broker
Jerry Keen +44 (0)203 973 3678 (tel:+442039733678)
Henry Clarke
Dillon Anadkat
Camarco - Financial PR
Tilly Butcher georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)
Gordon Poole
Letaba Rimell
Notes to Editors
Georgina Energy aims to become a leading player in the global energy market
and is focused on establishing itself among the top producers of helium and
hydrogen worldwide. With a strategic approach and leveraging the experienced
management team's expertise, Georgina Energy aims to capitalize on
opportunities in these critical energy sectors.
The projects benefit from established infrastructure and a reliable supply
chain, offering significant resource potential through low-risk,
cost-effective drilling projects.
Georgina Energy has two principal onshore interests held through its wholly
owned Australian subsidiary, Westmarket O&G. The first, the Hussar
Prospect is located in the Officer Basin in Western Australia and Westmarket
O&G holds a 100% working interest in the exploration permit. The second,
the Mount Winter Prospect, is located in the Amadeus Basin in the Northern
Territory, which Georgina Energy has a right to earn an initial 75 per cent.
interest in (with the potential to reach 90 per cent.).
In line with market demand trends, Georgina Energy is well-positioned to
capitalize on the growing gap between supply and demand for hydrogen and
helium with the resource potential of Mount Winter and Hussar projects for
their potential accumulations.
For more information visit https://www.georginaenergy.com
(https://www.georginaenergy.com)
Forward-Looking Statements
This announcement may contain forward-looking statements. Words such as
"expects", "anticipates", "may", "should", "would", "could", "will",
"intends", "plans", "believes", "targets", "seeks", "estimates", "aims",
"projects", "pipeline" and variations of such words and similar expressions
are intended to identify such forward-looking statements and expectations.
These statements are not guarantees of future performance or the ability to
identify and consummate transactions and involve certain risks, uncertainties,
outcomes of negotiations and due diligence and assumptions that are difficult
to predict, qualify or quantify. Therefore, actual outcomes and results may
differ materially from what is expressed in such forward-looking statements or
expectations. Among the factors that could cause actual results to differ
materially are: the general economic climate, competition, interest rate
levels, loss of key personnel, the result of legal and commercial due
diligence and changes in the legal or regulatory environment.
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