REG - Vast Resources PLC - Notice of GM

Vast ResourcesAnnouncement

14/02/2024 07:00

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RNS Number : 0379D  Vast Resources PLC  14 February 2024

Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining

 

14 February 2024

Vast Resources plc

('Vast' or the 'Company')

 

Notice of General Meeting

 

Vast Resources plc, the AIM-listed mining company, announces that a general
meeting ('GM') of the Company will be held at Nettlestead Place, Maidstone
Road, Nettlestead, nr Maidstone, ME18 5HA at 11.00 on 29 February 2024. A copy
of the Notice of GM, associated proxy form and a letter from the Chairman has
been posted to Shareholders today, and copies can be found on the Company's
website at: www.vastplc.com.

 

The relevant text included in the letter from the Chairman, the expected
timtetable of key events and the statistics relating to the capital
reorganisation are appended below.

 

**ENDS**

 

For further information, visit www.vastplc.com or please contact:

 

 Vast Resources plc                                    www.vastplc.com

Andrew Prelea (CEO)                                  +44 (0) 20 7846 0974

 Beaumont Cornish - Financial & Nominated Advisor      www.beaumontcornish.com (http://www.beaumontcornish.com)

 Roland Cornish                                        +44 (0) 20 7628 3396

 James Biddle

 Shore Capital Stockbrokers Limited - Joint Broker     www.shorecapmarkets.co.uk

                                                      +44 (0) 20 7408 4050
 Toby Gibbs / James Thomas (Corporate Advisory)

 Axis Capital Markets Limited - Joint Broker           www.axcap247.com
 Richard Hutchinson                                     +44 (0) 20 3206 0320

 St Brides Partners Limited                            www.stbridespartners.co.uk (http://www.stbridespartners.co.uk)

 Susie Geliher / Zoe Briggs                            +44 (0) 20 7236 1177

 

 

 

ABOUT VAST RESOURCES PLC

 

Vast Resources plc is a United Kingdom AIM listed mining company with mines
and projects in Romania, Tajikistan, and Zimbabwe.

 

In Romania, the Company is focused on the rapid advancement of high-quality
projects by recommencing production at previously producing mines.

 

The Company's Romanian portfolio includes 100% interest in Vast Baita Plai SA
which owns 100% of the producing Baita Plai Polymetallic Mine, located in the
Apuseni Mountains, Transylvania, an area which hosts Romania's largest
polymetallic mines. The mine has a JORC compliant Reserve & Resource
Report which underpins the initial mine production life of approximately 3-4
years with an in-situ total mineral resource of 15,695 tonnes copper
equivalent with a further 1.8M-3M tonnes exploration target. The Company is
now working on confirming an enlarged exploration target of up to 5.8M tonnes.

 

The Company also owns the Manaila Polymetallic Mine in Romania, which the
Company is looking to bring back into production following a period of care
and maintenance. The Company has also been granted the Manaila Carlibaba
Extended Exploitation Licence that will allow the Company to re-examine the
exploitation of the mineral resources within the larger Manaila Carlibaba
licence area.

 

Vast has an interest in a joint venture company which provides exposure to a
near term revenue opportunity from the Takob Mine processing facility in
Tajikistan. The Takob Mine opportunity, which is 100% financed, will provide
Vast with a 12.25 percent royalty over all sales of non-ferrous concentrate
and any other metals produced.  Vast has also been contractually appointed to
manage and develop the Aprelevka Gold Mines located along the Tien Shan Belt
that extends through Central Asia, currently producing approximately 11,600 oz
of gold and 116,000 oz of silver per annum. It is the intention to increase
production closer to historical peak production of 27,000 oz gold and 250,000
oz silver.  Vast will be entitled to a 4.9% effective interest in the mines
with the option to acquire equity in the future.

 

The Company retains a continued presence in Zimbabwe in respect of the
Historic claims.

 

APPENDIX

 

TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY

 

Authority to issue Shares and to disapply Pre-emption Rights

Capital Reorganisation

Notice of General Meeting at 11.00 on 29 February 2024

 

 

1.    Introduction

 

I am writing to provide you with details of a General Meeting of the Company
being held on 29 February 2024.

 

The purpose of the General Meeting is to consider and, if thought fit,
approve:

 

a)   One Ordinary and one Special Resolution relation to the authority to
issue shares and to disapply pre-emption rights (Resolutions 1 and 2).

b)   An Ordinary Resolution relating to the Capital Reorganisation as
described below (Resolution 3).

 

2.       Reasons for the Resolutions

 

As has been announced on 15 January 2024, the Company has concluded a debt
extension agreement with A&T Investments Sarl ("Alpha") and with Mercuria
Energy Trading SA ("Mercuria"), (together the "Creditors") so that no
enforcement of security can take place until after 29 February 2024 in order
to allow the Company to finalise ongoing repayment initiatives as previously
announced.  The Company therefore needs to make arrangements for new
facilities in order that the debts to the Creditors can be repaid.

 

Since 15 January 2024 I am pleased to say that there are several positive
developments in progress:

 

·       Whilst it is appreciated that there has been a considerable
period of time since the delivery of the historic parcel was first expected,
the Company has good reason to believe that finalisation of the delivery of
the parcel can still be finalised in the close future.

 

·       Good progress is being made on independent assays of the
platinum concentrate for the benefit of the buyer pursuant to the Platinum
Group Metals Agreement announced on 22 January 2024 with a Swiss investment
company, which if the results are confirmed as expected, could result in a
first sale by the end of the month thus immediately generating revenue from
the arrangement.

 

·       Subject to the completion of the first sale under the Platinum
Group Metals Agreement the owner of the Swiss investment Company owning the
high grade PGM concentrate has indicated a firm interest in providing major
restructuring finance to the Company, partly through debt and partly through
equity to be issued at a higher price than the current share price.

 

·       As foreshadowed in the Company's announcement of 7 February
2024, productivity at Baita Plai has now started to increase.  The Company
has also successfully implemented a Baita Plai cost reduction programme.

 

In order to show good faith towards repayment of the Creditors and to provide
a possible solution to the Company in the unlikely event of enforcement of
security in favour of the Creditors, the Company has agreed with the Creditors
to request Shareholders for such additional authority to issue shares as will,
at a margin to the current share price, enable the Company to raise up to
US$9.4 million so that the Creditors can be repaid in full.  The Company
therefore is requesting Shareholders to approve the grant of authority to
issue shares which, if issued, would raise sufficient to repay the Creditors
should it be necessary to repay the Creditors by this method..

 

In addition, pending the ultimate receipt of the proceeds of the historic
parcel, the Company requires a further US$1 million as working capital.

 

The Directors therefore propose that authority from Shareholders be requested
to issue, up to a nominal value of £8,400,000 of share capital (equivalent to
8,400,000,000 Existing Ordinary Shares) (Resolutions 1 and 2), which if issued
at par value for each New Ordinary Shares would raise £8.4million, or
approximately US$10.5 million - sufficient to repay the Creditors and provide
the necessary working capital together with a small additional margin..

 

The Directors would like to stress that the authority is required in order to
give comfort to the Creditors.  With the near term prospect of receipt of the
historic parcel and the benefit of current discussions with the owner of the
Swiss investment company, and also with the expected rise of the Company's
share price in the light of these developments, it is not expected that a
material proportion of the requested authorities will be required in practice,
or if required not at prices similar to the current share price

 

The Company's share price is, at the time of writing, near to its par value of
0.1p.  The Company may not raise equity at a discount to its par share price,
and therefore, in order to facilitate the raising of the necessary capital,
the Directors are proposing a reorganisation of the Company's share capital so
that there are fewer Ordinary Shares of the Company in issue whilst
maintaining the same par value of each shares (0.1p) with the result that the
underlying value of each Ordinary Share is proportionately increased.  To do
this, as is explained in more detail below, it is proposed that each 54
Existing Ordinary Shares in the Company be converted into 9 New Ordinary
Shares in the Company plus 5 valueless Deferred Share.  In principle, if each
Existing Ordinary Share were worth 0.1p then each New Ordinary Share would be
worth 0.6p - substantially above its par value of 0.1p.

 

If the share price has risen materially above the current share par value of
0.1p by the time of the General Meeting the Resolution reorganising the share
capital of the Company (Resolution 3) may be withdrawn. Moreover, if
Resolution 3 is not withdrawn the Directors undertake that the authorities
granted through the passing of the Resolutions 1 and 2 will not be used beyond
an authority to issue nominal value of £2,000,000 of share capital
(equivalent to 2,000,000,000 New Ordinary Shares)

 

 

The Directors well appreciate that if all the shares permitted to be issued as
a result of the granting of the authorities requested were issued at the
current share price, or at par (0.1p) in terms of the New Ordinary Shares,
this would entail a very significant dilution of the Company's share
capital.  However, on the one hand, as already stated above, in view of
current developments the Directors believe that it will be unnecessary to
issue a material percentage of the shares that would be authorised at current
prices, and on this basis any dilution would be significantly lower. On the
other hand, if the authority were not granted there is a very significant risk
that the Creditors would enforce their security which might constitute an
existential threat to the Company.

 

3.    The proposed Capital Reorganisation

 

At the date of this document the Company has in issue 5,571,644,142 Ordinary
Shares of £0.001 (0.1p each) Existing Ordinary Shares, which are publicly
traded on AIM.

 

The proposal is to reduce the number of Existing Ordinary Shares by a factor
of 6 whilst retaining the same par value (0.1p).  This will be done by
converting the 5,571,644,142 Existing Ordinary Shares into 928,607,357 New
Ordinary Shares and 515,892,976 New Deferred Shares.  The New Deferred Shares
would rank pari passu with the Company's Existing Deferred Shares and would
have no economic value so that each New Ordinary Share, in principle, has
exactly 6 times the value of each Existing Ordinary Share.

 

The reason for the sub-division is to ensure the price at which the New
Ordinary Shares are traded in excess of their par value.

 

4.       Capital Reorganisation - further details

 

4.1     The Conversion of the Company's shares

 

The Board is proposing to reduce the number of Ordinary Shares in issue by a
factor of 6.  In order to do this it is proposed that every 54 Existing
Ordinary Shares of £0.001 (0.1p) each be converted into 9 New Ordinary Shares
of £0.001 (0.1p) each and 5 New Deferred Share of £0.009 (0.9p).

 

On the assumption that the issued share capital immediately prior to the
General Meeting is 5,571,644,142 Existing Ordinary Shares there will be
928,607,357 New Ordinary Shares in issue immediately following the passing of
the Resolution.  The conversion of the Existing Ordinary Shares will not, of
itself, affect the value of any shareholding.  Each New Ordinary Share held
by each Shareholder will in principle be worth 6 times the value of each
Existing Ordinary Share held by each Shareholder immediately prior to the
conversion.

 

On the same assumption, the Resolution will also result in 515,892,976 New
Deferred Shares of £0.009 (0.9p) each which shall rank pari passu with the
3,206,616,509 Existing Deferred Shares. As stated these shares have no
economic value.

 

No share certificates will be issued in respect of the New Deferred Shares.

 

4.2     Fractional Entitlements

 

No Shareholder will, pursuant to the Capital Reorganisation, be entitled to
receive a fraction of a New Ordinary Share.  In the event that the number of
Existing Ordinary Shares attributed to a Shareholder is not an exact whole
number, the Conversion will generate an entitlement to a fraction of a New
Ordinary Share.  Such fractional entitlements will be aggregated and sold on
the open market (see further explanation regarding fractional entitlements at
paragraph 4.3 below).

 

Accordingly, following the implementation of the Capital Reorganisation, any
Shareholder who as a result of the Conversion has a fractional entitlement to
any New Ordinary Share, will not have a resultant proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding of
Existing Ordinary Shares.

 

 

4.3     Sale of Fractional Entitlements

 

As set out above, the Capital Reorganisation will give rise to fractional
entitlements to a New Ordinary Share where any holding is not an exact whole
number.  As regards the New Ordinary Shares, no certificates regarding
fractional entitlements will be issued.  Any New Ordinary Shares in respect
of which there are fractional entitlements will be aggregated and sold in the
market for the best price reasonably obtainable on behalf of Shareholders
entitled to fractions ('Fractional Shareholders').

 

As the net proceeds of sale due to a Fractional Shareholder are expected to
amount in aggregate to only a trivial sum, the Board is of the view that, as a
result of the disproportionate costs, it would not be in the best interests of
the Company to consolidate and distribute all such proceeds of sale, which
instead shall be retained by the Company in accordance with the Articles of
Association of the Company.

 

For the avoidance of doubt, the Company is only responsible for dealing with
fractions arising on registered holdings.  For Shareholders whose shares are
held in the nominee accounts of UK stockbrokers, the effect of the Capital
Reorganisation on their individual shareholdings will be administered by the
stockbroker or nominee in whose account the relevant shares are held.  The
effect is expected to be the same as for shareholdings registered in
beneficial names, however it is the stockbroker's or nominee's responsibility
to deal with fractions arising within their customer accounts, and not the
Company's responsibility.

 

4.4     Effects of Capital Reorganisation

 

For purely illustrative purposes, examples of the effects of the Capital
Reorganisation (should Shareholders at the General Meeting approve the
Resolution) are set out below:

 

 Number of Existing     New Ordinary Shares

 Ordinary Shares held   following the Capital Reorganisation

 54,000                 9,000
 1,200,000              200,000
 72,000,000             12,000,000

 

The example below shows a holding of Existing Ordinary Shares which will be
subject to a fractional entitlement, the value of which will depend on the
market value of the New Ordinary Shares at the time of sale.

 

 Number of Existing Ordinary Shares held  New Ordinary Shares following the Capital Reorganisation  Fraction of New Ordinary Shares following the Capital Reorganisation
 1,000,000                                166,666                                                   0.67

 

Application will be made for the New Ordinary Shares to be admitted to trading
on AIM and dealings in the New Ordinary Shares are expected to commence on 1
March 2024.

 

4.5     Resulting Ordinary Share Capital

 

The issued ordinary share capital of the Company immediately following the
Capital Reorganisation, assuming that it is approved by the Shareholders and
that no further Existing Ordinary Shares are issued before the General
Meeting, is expected to comprise 928,607,357 New Ordinary Shares.

 

4.6     Rights attaching to New Ordinary Shares

 

The New Ordinary Shares arising upon implementation of the Capital
Reorganisation will have the same rights as the Existing Ordinary Shares
including voting, dividend and other rights.

 

 

4.7     Effects on Options and other Instruments

 

The entitlements to Ordinary Shares of holders of securities or instruments
convertible into Ordinary Shares (such as share options and warrants) will be
adjusted to reflect the Capital Reorganisation.  The Company will notify
these holders of the Capital Reorganisation in due course.

 

4.8     United Kingdom Taxation in relation to the Capital Reorganisation

 

The following information is based on UK tax law and HM Revenue and Customs
practice currently in force in the UK.  Such law and practice (including,
without limitation, rates of tax) is in principle subject to change at any
time.  The information that follows is for guidance purposes only.  Any
person who is in any doubt about his or her position should contact their
professional advisor immediately.

 

For the purposes of UK taxation of chargeable gains, a Shareholder should not
be treated as making a disposal of all or part of his holding of Existing
Ordinary Shares by reason of the Conversion.  The New Ordinary Shares should
be treated as the same asset, and as having been acquired at the same time and
at the same aggregate cost as, the holding of Existing Ordinary Shares from
which they derive.  On a subsequent disposal of the whole or part of the New
Ordinary Shares comprised in the new holding, a Shareholder may, depending on
his or her circumstances, be subject to tax on the amount of any chargeable
gain realised.

 

5.       Admission of the New Ordinary Shares

 

Application will be made for the New Ordinary Shares to be admitted to trading
on AIM in place of the Existing Ordinary Shares.  Subject to Shareholder
approval of the Resolution, it is expected that Admission will become
effective and that dealings in the New Ordinary Shares will commence on 1
March 2024.  The Company's new ISIN code, following the Capital
Reorganisation, will be announced as soon as available.

 

Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Record Date, and
their CREST accounts will be credited with the New Ordinary Shares following
Admission, which is expected to take place on 1 March 2024.

 

FOLLOWING COMPLETION OF THE CAPITAL REORGANISATION, CERTIFICATES IN RESPECT OF
EXISTING ORDINARY SHARES WILL CEASE TO BE VALID.

 

Share certificates in respect of holdings of New Ordinary Shares will be sent
to the registered address of Shareholders on the register at 6.00pm on the
Record Date. The share certificates will be despatched by 1st class post, at
the risk of the shareholder.

 

6.       Action to be taken

 

Shareholders have been sent a Form of Proxy for use at the General Meeting.
Shareholders are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon.  To be valid, completed
Forms of Proxy must be received by the Registrar as soon as possible, and in
any event not later than 11.00 on 27 February 2024.

 

Shareholders are reminded that, if their Ordinary Shares are held in the name
of a nominee, only that nominee or its duly appointed proxy can be counted in
the quorum at the General Meeting.

 

If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice from your broker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services & Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser, immediately.

 

The Board understands that the General Meeting also serves as a forum for
Shareholders to raise questions and comments.  If Shareholders do have any
questions or comments relating to the business of the meeting that they would
like to ask the Board, they are asked to submit those questions in writing via
email to shareholderenquiries@stbridespartners.co.uk by no later than 11.00 on
28 February 2024.  The Board will look to answer these questions in writing
and will respond to Shareholders directly or via the website at
www.vastplc.com (http://www.vastplc.com) .

 

7.       Recommendation

 

On the basis of the facts and opinions set out above, the Directors consider
that the passing of the Resolutions are in the best, and indeed the essential,
interests of the Company and its Shareholders as a whole.  Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of the
Resolution to be proposed at the General Meeting, as they intend to do in
respect of their aggregate interests of 20,166,385 Existing Ordinary Shares
(representing approximately .037% of the Existing Ordinary Shares of the
Company).

 

 As stated, if the share price rises materially above current levels the
Resolution concerning the reorganisation of the Company's share capital
(Resolution 3) may be withdrawn.

 

Yours sincerely

Brian Moritz

Chairman

13 February 2024

Expected Timetable of Key Events

 Publication and posting to Shareholders of this Document                      13 February 2024
 Latest time and date to be registered on Register of Members of the Company   11:00 on 27 February 2024
 and for receipt of Forms of Proxy
 Latest time for Shareholders to submit questions by email to the board        11:00 on 28 February
 General Meeting                                                               11:00 on 29 February
 Latest time and date for dealings in Existing Ordinary Shares                 Close of business on 29 February 2024
 Record Date                                                                   18:00 on 29 February 2024
 Admission effective and commencement of dealings in the New Ordinary Shares   08:00 on 1 March 2024
 CREST accounts credited with the New Ordinary Shares in uncertified form      1 March 2024
 Despatch of definitive certificates for New Ordinary Shares (in certificated  Week commencing 11 March 2024
 form)

 

(1) References to times in this document are to London time (unless otherwise
stated).

(2) The dates set out in the timetable above may be subject to change.

(3) If any of the above times or dates should change, the revised times and/r
dates will be notified by an announcement to an RNS.

 

Statistics Relating to the Capital Reorganisation

 Existing Ordinary Shares in issue at the date of this document                 5,571,644,142
 Expected Existing Ordinary Shares in issue immediately prior to the General    5,571,644,142
 meeting
 Conversion ratio of Existing Ordinary Shares to New Ordinary Shares            6 Existing Ordinary Shares: 1 New Ordinary Shares
 Expected total number of New Ordinary Shares in issue following the Capital    928,607,357
 Reorganisation
 Existing Deferred Shares in issue at the date of this document                 3,206,616,509
 Total number of Deferred Shares in issue following the Capital Reorganisation  3,722,509,485

 

 

 

END.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA and is a member of the London Stock
Exchange, is the Company's nominated adviser for the purposes of the AIM
Rules. Beaumont Cornish is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the contents of this announcement or any other matter referred to
herein. Beaumont Cornish's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed to the London Stock
Exchange and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Ordinary Shares in
reliance on any part of this announcement. Beaumont Cornish has not authorised
the contents of this announcement for any purpose and no liability whatsoever
is accepted by Beaumont Cornish nor does it make any representation or
warranty, express or implied, as to the accuracy of any information or opinion
contained in this announcement or for the omission of any information.
Beaumont Cornish expressly disclaims all and any responsibility or liability
whether arising in tort, contract or otherwise which it might otherwise have
in respect of this announcement.

 

 

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