REG - Scotgold Resources - Results of Capital Raise
10/02/2023 07:00
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RNS Number : 5149P Scotgold Resources Ltd 10 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Scotgold Resources Limited or other
evaluation of any securities of Scotgold Resources Limited or any other entity
and should not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.
This Announcement contains inside information for the purposes of the UK
version of 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 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were
taken in respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside information,
as permitted by UK MAR. Upon the publication of this Announcement, this
inside information is now considered to be in the public domain and such
persons shall therefore cease to be in possession of inside information.
For immediate release
10 February 2023
Scotgold Resources Limited
("Scotgold " or the "Company")
Results of Capital Raise
Scotgold Resources Limited ("Scotgold" or the "Company") (AIM: SGZ), the gold
exploration and production company focused on Scotland, is pleased to announce
that following the accelerated bookbuild which was announced on 9 February
2023, the Company has conditionally raised gross proceeds of £2.5 million
(US$3.05 million) through the Capital Raising (the "Placing") of, and
subscriptions by certain directors of the Company and a significant
shareholder (the "Subscription" or "Subscriptions") for, 6,250,000 new
Ordinary Shares ("Placing Shares" and "Subscription Shares") at a price of 40p
(the "Placing Price") per share.
Shore Capital Stockbrokers ("Shore Capital") acted as Sole Bookrunner.
Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the launch announcement, unless the context provides
otherwise.
Highlights
· The Company has conditionally raised, in aggregate, £2.5 million
(US$3.05 million) at a price of 40 pence per new Ordinary Share.
· Seven Directors of Scotgold and a significant shareholder are
participating in the Subscription for a total of 1,435,000 Subscription Shares
with a total value of £574,000 (US$700,280).
· Conditionally, in aggregate, a total of 6,250,000 New Shares will
therefore be issued, representing approximately 9.48 per cent. of the enlarged
share capital.
Retail Offer
As part of the Capital Raising, the Company announced on 9 February 2023 that
it was launching a separate retail offer of up to 1,250,000 new Ordinary
Shares at the Placing Price on the BookBuild Platform to raise up to a further
£500,000 (approximately US$609,000) to provide existing retail shareholders
in the United Kingdom with an opportunity to participate in the Capital
Raising. A separate announcement will be made on the result of the Retail
Offer, expected to be released on 16 February 2023.
Admission
Application will be made for the admission of the Capital Raising Shares to
trading on the AIM market of London Stock Exchange plc ("Admission"). It is
expected that such Admission will take place at or around 8.00 a.m. (London
time) on 17 February 2023.
Related Party Transactions
The participation of the Subscribing Directors in the Subscription constitutes
a related party transaction pursuant to AIM Rule 13 (the "Subscription Related
Party Transaction"). The independent Director considers, having consulted with
Shore Capital and Corporate Limited ("Shore Capital"), the Company's nominated
adviser, that the terms of the Subscription Related Party Transaction are fair
and reasonable insofar as Shareholders are concerned.
Further to the Capital Raising, Bridge Barn Limited, a company owned and
controlled by Mr Nathaniel le Roux and provider of debt funding to the
Company, has agreed the option to defer a total of £2.5 million capital
repayments due by the Company in calendar year 2023 by up to 9 months from the
due date. The loan agreement with Bridge Barn Limited has the option to be
amended as follows:
• At Scotgold's option, repayment of each of these principal
tranches may be deferred by up to 9 months from the due date; and
• In the event of deferral, an interest rate of 13%
(non-compounding) shall apply for the deferral period. The current interest
rate is 9%.
The potential deferral of capital repayments would be used to further
exploration work - Resource Definition drilling in Cononish and exploration
work on the wider Grampians area.
The deferral of capital repayments constitutes a related party transaction
pursuant to AIM Rule 13 (the "Loan Related Party Transaction"). The
independent Directors consider, having consulted with Shore Capital, the
Company's nominated adviser, that the terms of the Loan Related Party
Transaction are fair and reasonable insofar as Shareholders are concerned.
Enquiries:
Scotgold Resources Limited Via Celicourt Communications
Phil Day, Chief Executive Officer
Shore Capital Stockbrokers Limited (NOMAD, Broker, Sole Bookrunner) +44 207 408 4050
Toby Gibbs / John More / Tom Knibbs
Celicourt Communications (Financial PR) Tel +44 (0) 774 8843 871
Felicity Winkles
About Scotgold Resources Limited
Scotgold Resources Ltd (AIM:SGZ), is Scotland's first commercial gold
producer. The Company poured first gold in November 2020 at its Cononish Gold
and Silver Mine ('Cononish) in Tyndrum, Scotland and is developing it into a
+23,500-ounce gold mine per annum. Cononish is a high-grade underground mining
operation with a central processing plant producing gold concentrate for
off-take and gold doré for the Scottish Jewellery industry. The mine has
anticipated forecast operating costs of c.£610 per ounce in Q4 2023, which
will place Cononish in the lowest quartile of gold mining operations globally.
It is Scotgold's vision to build a mid-tier gold mining company in Scotland
with multiple operations in the country that enhance the local environment
and economy in ways that have an enduring positive impact.
Market Abuse Regulation
This Announcement is released by Scotgold Resources Limited and contains
inside information for the purposes of UK MAR and is disclosed in accordance
with the Company's obligations under UK MAR. The person who arranged for the
release of this Announcement on behalf of Scotgold Resources Limited was Phil
Day, Chief Executive Officer.
Important Notices
Shore Capital is a member of the London Stock Exchange and is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (the
"FCA"). Shore Capital is acting exclusively for the Company and no one else in
connection with the Placing, and Shore Capital each not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Forward-looking statements
This Announcement contains statements about Scotgold that are or may be deemed
to be "forward-looking statements".
All statements, other than statements of historical facts, included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"anticipates", "estimates", "projects", "would", "could", "continue" or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of
Scotgold.
These forward-looking statements are not guarantees of future performance.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or regulation
(including to meet the requirements of the AIM Rules, UK MAR, the Prospectus
Rules and/or the FSMA), Scotgold does not undertake any obligation to update
publicly or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to Scotgold or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements contained in this
Announcement are based on information available to the Directors at the date
of this Announcement, unless some other time is specified in relation to them,
and the posting or receipt of this Announcement shall not give rise to any
implication that there has been no change in the facts set forth herein since
such date.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
The New Shares will not be admitted to trading on any stock exchange other
than AIM.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessments, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further details of above transactions.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Peter Hetherington
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 250,000
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Phil Day
2 Reason for the notification
a) Position/status CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 87,500
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Nathaniel Le Roux
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 587,500
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ian Proctor
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 62,500
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name William Styslinger III
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 281,250
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Richard Barker
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 25,000
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Evan Spencer
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 Scotgold Resources Limited
b) LEI 213800HL5A2K7LW2G360
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 Ordinary shares in the Company
Identification code
AU000XINEAK5
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Purchase of shares:
Price Volume(s)
40p 78,750
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
e) Date of the transactions 9 February 2023
f) Place of the transaction LSE, AIM Market (AIMX)
d)
Aggregated information
- Aggregated volume
- Price
- Total Value
N/A
e)
Date of the transactions
9 February 2023
f)
Place of the transaction
LSE, AIM Market (AIMX)
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