Scotgold Resources Ltd ISSUE OF CONVERTIBLE LOAN NOTE (8715I)
March 30 2015 - 08:16AM
UK Regulatory
TIDMSGZ
RNS Number : 8715I
Scotgold Resources Ltd
30 March 2015
SCOTGOLD RESOURCES LIMITED ("Scotgold")
ISSUE OF CONVERTIBLE LOAN NOTE
OPTIONS EXPIRY AND ISSUE OF CONVERTIBLE NOTE
Scotgold has been advised that due to the significant
underwriting and financial support from Mr Nathaniel le Roux
(Chairman and largest shareholder) of the Company's recent rights
issue, a material change has occurred (as contemplated in ASIC
Regulatory Guidance 74.87) to the basis upon which the Company
sought shareholder approval on 30 July 2014 in respect of
50,000,000 options issued to Mr le Roux ("Options"). Consequently
fresh shareholder approval would now be required for the Company to
issue the shares pursuant to the exercise of the Options.
As the Options will expire at 5.00pm on 31 March 2015 ("Expiry
Date") and the Company will not be able to seek and obtain such
shareholder approval necessary for access to the funds without
incurring significant delay and costs, with the agreement of Mr le
Roux the Options will expire unexercised.
However, the Company is pleased to announce that Mr le Roux
still wishes to financially support the Company to the same level
as under the Options and has agreed to provide funding of
GBP300,000 to the Company via convertible loan notes ("Loan Notes")
with a repayment date of 30 September 2016 ("Repayment Date"). The
Loan Notes carry an interest rate of 1% per annum and convert into
fully paid ordinary shares (at the election of the noteholder) at a
conversion price of GBP0.006 per share (being in line with the
Options exercise price of AUD$0.012 at today's exchange rate). If
Mr le Roux elects not to convert the Loan Notes into Ordinary
Shares prior to the Repayment Date, the Company will repay him all
or any of the unconverted outstanding amount of the principal sum,
and any accrued interest.
The funds raised from the Loan Notes will be used for working
capital purposes and this addresses the Company's immediate funding
needs. The Board will consider the Company's additional funding
requirements in due course.
The issue of any shares on conversion will be subject to and
conditional upon all shareholder and regulatory approvals (if
required).
Related Party Transaction
Mr le Roux is classified as a Related Party, as defined in the
AIM Rules. The entering into the Loan Notes by the Company is
therefore classified as a transaction with a related party for the
purposes of the AIM Rules. In accordance with the AIM Rules, the
independent directors of the Company, being all the Board members
excluding Mr le Roux, having consulted with the Company's nominated
adviser, Westhouse Securities Limited, consider that the terms of
the transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
Enquiries to:
United Kingdom:
Scotgold Resources Limited Westhouse Securities Limited Capital
Markets Consultants
Richard Gray
Chief Executive Officer Martin Davison Simon Rothschild
Tel: +44 (0)7905 884 021 Tel: +44 (0)20 7601 6100 Tel +44
(0)7703 167 065
This information is provided by RNS
The company news service from the London Stock Exchange
END
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