REG - Lexington Gold Ltd - Equity fundraise and Conversion of Loan Facility

Lexington GoldAnnouncement

17/10/2022 07:00

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RNS Number : 0216D  Lexington Gold Limited  17 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF LEXINGTON GOLD LTD IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). MARKET SOUNDINGS,
AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

17 October 2022

Lexington Gold Ltd

("Lexington Gold" or the "Company")

 Equity fundraising of approximately £500,000 gross

Conversion of Unsecured Convertible Loan Facility

 

Lexington Gold (AIM: LEX), the gold exploration and development company, with
projects in North and South Carolina, USA, is pleased to announce that it
has conditionally raised, in aggregate, approximately £500,000 (before
expenses) through a placing, via Peterhouse Capital Limited ("Peterhouse") as
agent of the Company, of 10,526,317 new common shares of US$0.003 each in the
capital of the Company ("Common Shares") (the "Placing Shares") (the
"Placing") to certain new and existing shareholders at an issue price of 4.75
pence per Placing Share (the "Placing Price").

 

In addition, as the Placing represents a qualifying financing in respect of
the convertible loan of £335,000 announced on 26 April 2022 (the "Convertible
Loan"), thereby triggering conversion of the Convertible Loan, the Company
will issue a further 11,096,875 new Common Shares to the holders of the
Convertible Loan notes in respect of the automatic conversion of the principal
amount of the Convertible Loan (and accrued interest thereon of £20,100) at
the previously fixed price of 3.2 pence per Common Share (the "Loan Settlement
Shares")

 

Highlights:

·      Placing to raise £500,000 through the issue of 10,526,317 common
shares

·      Placing price of 4.75p represents a premium of circa. 13.6 per
cent. to the Company's 30 day VWAP of 4.18p on 14 October 2022

·      Admission of the Placing Shares to trading on AIM expected on or
around 21 October 2022

·      Placing triggers automatic conversion of the Convertible Loan
announced on 26 April 2022

 

 

 

Bernard Olivier, CEO of Lexington Gold, said:

"I am pleased to announce this placement at a 13.6% premium to the 30-day
VWAP. This show of support and confidence in our strategy from our
shareholders is welcome, especially given the current market conditions and
the discounted fundraises seen elsewhere in the market. We are looking forward
to exciting times ahead for Lexington, including the upcoming release of the
maiden JORC Resource for the Company's Jones-Keystone project which is
expected in early November 2022. The board is targeting a maiden JORC Resource
of up to 100,000 gold ounces at the Jones-Keystone project and we look forward
to updating shareholders on our progress."

 

Edwards Nealon, Chairman of Lexington Gold, said:

"I would like to thank our shareholders for their ongoing support. Our
operational success with drilling, establishing and growing the maiden JORC
Resources at our gold projects in the USA has not gone unnoticed.  We have
recently been approached with additional gold opportunities in the Carolinas
and also in other well-known, major gold-producing jurisdictions. We are
currently evaluating and considering these exciting potential additional
opportunities and we look forward to reporting back after thorough
consideration and evaluation should we decide to proceed."

 

The Placing

Pursuant to the Placing, certain new and existing shareholders have agreed to
subscribe for, in aggregate, 10,526,317 new Common Shares at the Placing
Price. The Placing Price represents a premium of approximately 13.6 per cent.
to the Company's 30-day VWAP of 4.18 pence on 14 October 2022  being the
latest practicable date prior to the date of this announcement.

 

The Placing Shares will be issued conditional upon the Placing agreement
between the Company and Peterhouse not being terminated in accordance with its
terms and admission of the Placing Shares to trading on AIM, which is expected
to take place on or around 21 October 2022. The Placing Shares represent, in
aggregate, approximately 3.7 per cent. of the Enlarged Share Capital (as
defined below). The Placing Shares will rank pari passu in all respects with
the Company's existing Common Shares and will be issued fully paid.

 

Use of Placing Proceeds

The net proceeds of the Placing will be utilised for:

·     Trenching, surface and soil sampling work at Jennings Pioneer and
Argo

·     Potential estimation of a JORC exploration target for Carolina
Belle

·     Modelling, planning and design of next Resource Drilling programme
at JKL

·     Expediting the JORC Mineral Resource Estimation for the
Jones-Keystone side of the JKL Project following the receipt of the 1m assay
results

·     Ongoing due diligence, evaluation and negotiations regarding the
potential acquisitions of additional gold tenements and gold projects, both in
the Carolinas as well as other well-known major gold producing jurisdictions

·     General working capital requirements

 

Repayment of Convertible Loan

The repayment of the total £335,000 Convertible Loan and interest accrued to
date of £20,100 is, conditional on completion of the Placing, and in
accordance with the terms of the Convertible Loan being settled by the issue
of 11,096,875 Common Shares at 3.2 pence per Loan Settlement Share. As
announced of 25 April 2022, this was set at a premium of approximately 30.6
per cent. above the closing middle market share price on Friday 24(th) April
2022 of 2.45p being the latest practicable date prior to the date of the
announcement of the Convertible Loan. The Loan Settlement Shares will be
issued at the same time as the issue and admission of the Placing Shares,
which is expected to take place on our around 21 October 2022.

 

Admission to trading

Application will be made in due course for the Placing Shares and the Loan
Settlement Shares to be admitted to trading on AIM, which is expected to take
place on or around 21 October 2022 ("Admission"). Following  Admission of the
Placing Shares and the Loan Settlement Shares, the Company's total number of
Common Shares in issue outside treasury with voting rights will be 283,102,002
(the "Enlarged Share Capital").

 

Holding in Company

Pure Ice Limited, a substantial shareholder in the Company, has subscribed for
2,105,264 new Common Shares pursuant to the Placing. In addition, Pure Ice
limited will be issued 3,312,500 Loan Settlement Shares in respect of its
holding of £100,000 principal amount of the Convertible Loan. Accordingly, on
Admission, Pure Ice Limited will hold 61,507,736 Common Shares representing
approximately 21.7 per cent. of the Company's Enlarged Share Capital.

 

Directors' Interests

Certain of the Company's director participated in the Convertible Loan and
accordingly will receive Loan Settlement Shares pursuant to the conversion of
the Convertible Loan. Such Directors' and their related parties interests
following the issue of the abovementioned Placing Shares and Loan Settlement
Shares will be as set out below:

 

                                                        Common Shares
                   Current Holding                                                           Loan Settlement Shares                                                New Holding                                             % of Enlarged Share Capital
 Ed Nealon                    6,259,895                                                                 1,656,250                                                                 7,916,145                                2.80%
 Bernard Olivier              1,776,937                                                                                      -                                                    1,776,937                                0.63%
 Melissa Sturgess                                  -                                                         331,250                                                                  331,250                              0.12%
 Rhod Grivas                  3,084,013                                                                      828,125                                                              3,912,138                                1.38%

 

 

Related Party Transactions

The abovementioned participation by a substantial shareholder Pure Ice Limited
in the Placing, on the same terms as all other placees, is deemed to be a
related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, the Board of Directors, having consulted with the Company's
Nominated Adviser, Strand Hanson Limited, consider that the participation of
Pure Ice Limited's in the Placing is fair and reasonable insofar as the
Company's shareholders are concerned.

 

For further information please contact:

 

 

 

Enquiries:

 

 Lexington Gold Ltd                                        www.lexingtongold.co.uk (http://www.lexingtongold.co.uk)

 Bernard Olivier (Chief Executive Officer)                 via Yellow Jersey

 Edward Nealon (Chairman)

 Mike Allardice (Group Company Secretary)

 Strand Hanson Limited (Nominated Adviser)                 www.strandhanson.co.uk (http://www.strandhanson.co.uk)

 Matthew Chandler / James Bellman / James Harris           T: +44 207 409 3494

 WH Ireland Limited (Joint Broker)                         www.whirelandplc.com (http://www.whirelandplc.com)
 Katy Mitchell / Ben Good / Enzo Aliaj                     +44 207 220 1666

 Peterhouse Capital Limited (Broker)                       www.peterhousecap.com (https://peterhousecap.com/)

 Duncan Vasey / Lucy Williams (Broking)                    T: +44 207 469 0930

 Eran Zucker (Corporate Finance)

   Yellow Jersey PR Limited (Financial Public Relations)   www.yellowjerseypr.com (http://www.yellowjerseypr.com)

 Tom Randell / Annabelle Wills                             T: +44 7948 758 681

                                                           +44 2030 049 512

 

 

 

 

Note to Editors:

Lexington Gold (AIM: LEX) is focused on the exploration and development of its
four diverse gold projects, covering a combined area of approximately 1,675
acres in North and South Carolina, USA. The projects are situated in the
highly prospective Carolina Super Terrane ("CST"), which has seen significant
historic gold production and is host to a number of multi-million-ounce mines
operated by majors and was also the site of the first US gold rush in the
early 1800s, before gold was discovered in California.

 

Further information is available on the Company's website:
www.lexingtongold.co.uk (http://www.lexingtongold.co.uk) . Neither the
contents of the Company's website nor the contents of any website accessible
from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.

 

 

PDMR Notification Forms:

 

The notifications below are made in accordance with the requirements of MAR.

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Edward Nealon
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Chairman
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Common shares of US$0.003 each
     Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of Convertible Loan in shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  3.2pence  1,656,250
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      14 October 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Melissa Sturgess
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Common shares of US$0.003 each
     Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of Convertible Loan in shares
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  3.2 pence   331,250
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      14 October 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Rhoderick Grivas
 2.  Reason for the Notification
 a)  Position/status                                              Non Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Common shares of US$0.003 each
     Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of Convertible Loan in shares to Goodheart Pty Ltd ATF GBH Trust
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  3.2 pence   828,125
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      14 October 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

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