REG - Red Rock Resources - Convertible Loan Notes extension, conversion, TVR

Red Rock ResourcesAnnouncement

07/08/2023 07:00

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RNS Number : 4306I  Red Rock Resources plc  07 August 2023

Red Rock Resources PLC

("Red Rock" or the "Company")

Extension of Convertible Notes and Warrants

Issue of Shares upon Note Conversion

Total Voting Rights

 

7 August 2023

Red Rock Resources Plc, the natural resource development company with
interests in gold and base metals, principally in Africa and Australia,
announces (a) an extension to the term of its 12% Convertible Notes ("Notes"),
and (b) the partial conversion, following extension, of the Notes.

Extension of Notes

The Company announces, further to the announcement of 25 July 2022, in which
it announced the issue of £623,000 of Notes with accompanying Warrants
("Warrants") to high net worth investors  ("Investors"), that the Investors
have agreed with the Company to extend the terms of the Notes and Warrants,
including accrued net interest on the Notes, by one year to 18 July 2024 and
18 January 2026 respectively (the "Transaction").

The total amount of Notes outstanding immediately following the term extension
was £689,840.

The conversion price of the Notes has been adjusted from 0.6p per new Red Rock
ordinary share ("Share"), to a price 20% above the 30 day VWAP (volume
weighted average price) for the period from 9 July 2023 ("Price Establishment
Period" and "Note Conversion Price"), provided that the Note Conversion Price
shall not be less than 0.2p and shall not be more than 0.6p per Share.

The exercise price of the Warrants has been adjusted from 0.8p per Share, to a
price 25% above the Note Conversion Price, which means that it will fall
between 0.25p and 0.8p, depending on the level established for the Note
Conversion Price.

Until the establishment of the Note Conversion Price, Investors may from
28(th) July give notice to convert Notes up to the Share issuance level
covered by existing authorities at a 20% premium to the VWAP for that part of
the Price Establishment Period already elapsed, provided again that the
conversion price shall not be less than 0.2p and shall not be more than 0.6p
per Share.

Upon the establishment of the Note Conversion Price, further authorities will
be sought as may be required for the issue of Shares upon conversion of the
Notes and in respect of arrangement fees of 3.5% (payable in Shares at 0.2p a
Share).

Conversion of Notes

Subsequent to the Extension of the Notes, the Company has received notice of
the conversion of £127,000 of the Notes into 63,500,000 new Shares at a price
of 0.2p a Share.

Following the conversion, £562,840 of the Notes will remain outstanding.

Related Party Transaction under the AIM Rules

 

A holder of £50,000 nominal of Notes, Charles Richard Topham holds
204,147,627 Shares. Whilst based on the Company's current ISC (as at 1 July
2023), the 204,147,627 Shares represent 8.23 per cent. of the Company's
current ISC, these Shares have represented 10 per cent. or more of the ISC
within the last 12 months, and, therefore, Mr Topham is defined as a related
party under the AIM Rules and accordingly the Transaction is being treated as
a related party transaction under the AIM Rules. Accordingly, the Directors of
the Company, all of whom are independent of the Transaction, having consulted
with the Company's Nominated Adviser, Beaumont Cornish Limited, consider the
terms of the Transaction to be fair and reasonable insofar as the Company and
its shareholders are concerned. In taking this view, the Board has carefully
considered market conditions, the Company's present and forecast cash
position, that the Company has yet to recover any monies from the DRC, the
terms of the extension of the Notes and the fact there is a floor price on
conversion above the current share price.

Admission to Trading on AIM and Total Voting Rights

 

Application is being made for 63,500,000 Shares to be admitted to trading on
AIM, the admission of which it is expected on or around 10 August 2023.

 

In accordance with the provision of the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority, the Company confirms that, following
the issue of the Shares, its issued ordinary share capital will comprise
2,544,097,791 ordinary shares.

All of the ordinary shares have equal voting rights and none of the ordinary
shares are held in Treasury. The total number of voting rights in the Company
will therefore be 2,544,097,791 The above figure may be used by shareholders
as the denominator for the calculations to determine if they are required to
notify their interests in, or change to their interest in, the Company.

For further information, please contact:

Andrew Bell 0207 747
9990
Chairman Red Rock Resources Plc

Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396        NOMAD
Beaumont Cornish Limited

Jason Robertson 0207 374 2212
                           Broker First Equity Limited

Bob Roberts 0203
8696081
Joint Broker Clear Capital Corporate Broking

 

This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU, which is part of domestic UK law pursuant to the
Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310) and is disclosed
in accordance with the Company's obligations under Article 17.

 

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