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$3.05million) 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.
· 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.
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.
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.
Scotgold Resources Limited
Phil Day, Chief Executive Officer
Via Celicourt Communications
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