REG - Harvest Minerals Ltd - Placing to raise US$3.6 million <Origin Href="QuoteRef">ATKW.L</Origin> <Origin Href="QuoteRef">HMI.AX</Origin> - Part 2

HiremiiAnnouncement

12/11/2015 07:02

- Part 2: For the preceding part double click  ID:nRSL4317Fa 

Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Mirabauds' money in accordance with the client
money rules and will be used by Mirabaud in the course of its own business;
and the Placee will rank only as a general creditor of Mirabaud. 
 
All times and dates in this Announcement may be subject to amendment. 
Mirabaud shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
Appendix II - Definitions 
 
The following definitions apply throughout this Announcement, unless otherwise
stated or the context requires otherwise: 
 
"Admission" admission of the First Placing Shares ("First Admission") or the
Second Placing Shares ("Second Admission"), as the case may be, to trading on
AIM and such admission becoming effective in accordance with Rule 6 of the AIM
Rules for Companies; 
 
"AIM" the AIM market operated by the London Stock Exchange; 
 
"AIM Rules for Companies" the London Stock Exchange's rules and guidance notes
contained in its "AIM Rules for Companies" publication relating to companies
whose securities are traded on AIM, as amended from time to time; 
 
"Announcement" means this announcement (including the appendices to this
announcement); 
 
"ASX" means the Australian Securities Exchange; 
 
"Business Day" means any day on which banks in the City of London are open for
business; 
 
"Company" Harvest Minerals Limited; 
 
"Consolidation" the one for ten consolidation of the Ordinary Shares to be
implemented subject to the passing of the Resolutions; 
 
"Constitution" the constitution of the Company adopted by Shareholders on 17
August 2015; 
 
"CREST" the computerised settlement system (as defined in the CREST
Regulations) operated by Euroclear which facilitates the transfer of title to
shares in uncertificated form; 
 
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755) including any enactment or subordinate legislation which amends or
supersedes those regulations and any applicable rules made under those
regulations or any such enactment or subordinate legislation for the time
being in force; 
 
"DIs" depositary interests representing Ordinary Shares which may be traded
through CREST in uncertificated form; 
 
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated in England
& Wales with registered number 02878738, being the operator of CREST; 
 
"FCA" the Financial Conduct Authority in its capacity as the competent
authority for the purposes of Part VI of FSMA; 
 
"First General Meeting" the general meeting of the Company to be held to
approve the issue of the First Placing Shares on or about 15 December 2015; 
 
"First Placing Shares" the 260,820,000 new Ordinary Shares (on a
pre-Consolidation basis) to be issued as the first tranche of the Placing; 
 
"FSMA" the Financial Services and Markets Act 2000 (as amended); 
 
"Group" the Company together with its subsidiaries from time to time; 
 
"London Stock Exchange" London Stock Exchange plc; 
 
"Mirabaud" Mirabaud Securities LLP of 33 Grosvenor Place, London SW1X 7HY; 
 
"Ordinary Shares" the ordinary shares of no par value in the share capital of
the Company; 
 
"Placees" the proposed subscribers for Placing Shares at the Placing Price in
the Placing; 
 
"Placing" the placing of the Placing Shares at the Placing Price by Mirabaud
as agent for and on behalf of the Company pursuant to the terms of the Placing
Agreement; 
 
"Placing Agreement" the conditional agreement dated 11 November 2015 between
(1) the Company and (2) Mirabaud relating to the Placing, further details of
which are set out in this Announcement; 
 
"Placing Price" 0.75 pence per Placing Share (on a pre-Consolidation basis); 
 
"Placing Shares" the First Placing Shares and the Second Placing Shares; 
 
"Regulation D" Regulation D as promulgated under the Securities Act; 
 
"Regulation S" Regulation S as promulgated under the Securities Act; 
 
"Resolutions" the resolutions in the notice of First General Meeting to be
despatched to Shareholders; 
 
"Second General Meeting" the general meeting of the Company to be held to
approve the passing of the Section 611 Resolution on or about  5  January
2016; 
 
"Second Placing Shares" the 56,420,000 new Ordinary Shares (on a
pre-Consolidation basis) to be issued on the second tranche of the Placing; 
 
"Section 611 Resolution" the resolution under Section 611 of the Australian
Corporations Act 2001 required to enable the issue of the Second Placing
Shares and the relative Warrants; 
 
"Securities Act" the United States Securities Act of 1933, as amended; 
 
"Shareholders" holders of Ordinary Shares, from time to time; 
 
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland; 
 
"uncertificated" or "in uncertificated form" recorded on the relevant register
of the share or security concerned as being held in uncertificated form in
CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST; 
 
"US" the United States of America, its territories and possessions, any state
of the United States of America and the district of Columbia and all other
areas subject to its jurisdiction; 
 
"US Person" ears the meaning ascribed to such term by Regulation S; 
 
"Warrants" warrants to subscribe for Ordinary Shares on a one for one basis at
a price of 0.88 pence each (on a pre-Consolidation basis) at any time prior to
31 May 2017 on the terms of a warrant instrument dated 11 November 2015; and 
 
"£" pounds sterling, the lawful currency of the UK from time to time. 
 
This information is provided by RNS
The company news service from the London Stock Exchange