REG - Lexington Gold Ltd - Unsecured Convertible Loan

Lexington GoldAnnouncement

25/04/2022 07:00

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RNS Number : 1277J  Lexington Gold Limited  25 April 2022

25 April 2022

Lexington Gold Ltd

("Lexington Gold" or the "Company")

 

£335,000 Unsecured Convertible Loan

Lexington Gold (AIM: LEX), the gold exploration and development company with
projects in North and South Carolina, USA, announces that it has entered into
unsecured convertible loan agreements with respect to borrowing, in aggregate,
£335,000 principal amount (the "Convertible Loan"), predominantly with
certain long term significant shareholders and Company Directors (together,
the "Lenders"), in order to maintain the momentum of investment in exploration
work and cover general working capital requirements.

 

 

Highlights:

 

·    £335,000 Convertible Loan obtained from, inter alia, two significant
shareholders and three directors, including the Company's Chairman.

·    Facility provides additional working capital and financial
flexibility, following the recent completion of the Company's 5,000m drilling
campaign, and supports the Company's focus on the establishment of a maiden
JORC Resource estimate at Jones-Keystone and the potential upgrading of the
existing JORC Resource estimate at Loflin.

·    Avoids excessive equity dilution for existing shareholders in the
current uncertain and volatile market environment, with conversion rights for
the Lenders at 3.2p per share (subject to adjustment, as detailed further
below), being approximately 30.6 per cent. above the closing middle market
share price on Friday, 22 April 2022 of 2.45p per share.

 

Commenting today, Bernard Olivier, CEO of Lexington Gold said:

"The last 12 months have seen us make significant progress at our promising
gold projects in North and South Carolina including establishing a maiden JORC
Resource estimate at Loflin. With the successful completion of our latest
5,000m drilling campaign and the remaining assay results for Loflin and
Jones-Keystone expected during April and May 2022, our focus now shifts
towards the JORC Resource related work to be conducted over the coming months.
 

"Given current market conditions, we have decided to obtain this Convertible
Loan facility which allows us to draw down funds from a group of investors,
predominantly existing significant shareholders and Company Directors. We
believe that this is an attractive and flexible financing option for the
upcoming period whilst we focus on our JORC Resource related work. Our
intention remains to avoid excessive equity dilution for existing shareholders
in the current market conditions which have adversely impacted our share
price.

"We look forward to receiving the next batch of assay results for Loflin
shortly and the results for Jones-Keystone over the coming weeks, noting the
recently announced excellent assay results from our Loflin South discovery
which returned multiple wide, high-grade intersections close to surface,
including 36m @ 1.67 g/t Au and 1.89 g/t Ag from 20m below surface."

 

 

Principal Terms of Convertible Loan

 

 Duration              The Convertible Loan is unsecured and repayable with accrued interest on 30
                       April 2023.
 Drawdown              The Convertible Loan principal amount is to be advanced by the Lenders by 6
                       May 2022.
 Interest              6 per cent. per annum which is accruable to maturity and payable in full in
                       new common shares ("Shares") if the Convertible Loan is converted. The
                       interest rate increases to 10 per cent. per annum in the event of any
                       unremedied default as set out in the underlying agreements.
 Conversion Price      The conversion price is the lower of: a) 3.2 pence per Share; or b) 0.9 times
                       the price at which the Company issues any Shares for cash prior to the
                       conversion date (a "Qualifying Financing"); or c) 0.9 times the price offered
                       by any person and their affiliates (an "Offeror") to buy Shares with the
                       objective of seeking to acquire more than a 30% relevant interest in the
                       Company's issued Shares (a "General Offer").
 Automatic Conversion  In the event of a Qualifying Financing.
 Optional Conversion   In the event of a General Offer, a Lender can elect to convert their
                       Convertible Loan and accrued interest into Shares at the Conversion Price.

 

As the lending group includes the participation of the Company's Chairman, Mr
Edward Nealon (£50,000), Company Directors, Rhod Grivas (£25,000) and
Melissa Sturgess (£10,000) as well as existing substantial shareholders Pure
Ice Limited (£100,000) and Mark Greenwood (£100,000), the Convertible Loan
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies. Accordingly, the independent director, being Bernard Olivier,
having consulted with the Company's Nominated Adviser, Strand Hanson Limited,
considers that the terms of the Convertible Loan are fair and reasonable
insofar as the Company's shareholders are concerned.

 

The Company's Board believes that the Convertible Loan represents the most
attractive funding option at this time and avoids excessive equity dilution
for the Company's existing shareholders.

 

 

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

 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

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

 

Note to Editors:

Lexington Gold Ltd (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.

 

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