Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
26 May 2022
Vast Resources plc
(“Vast” or the “Company”)
Notice of General Meeting
Vast Resources plc, the AIM-listed mining company, is pleased to announce that a general meeting (‘GM’) of the Company will be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 2:00pm on 10 June 2022. A copy of the Notice of GM, associated proxy form and a letter from the Chairman was posted to shareholders yesterday, and copies can be found on the Company’s website at: www.vastplc.com.
The relevant text included in the letter from the Chairman is appended below.
For further information, visit www.vastplc.com or please contact:
Vast Resources plc
Beaumont Cornish – Financial & Nominated Advisor
Shore Capital Stockbrokers Limited – Joint Broker
Axis Capital Markets Limited – Joint Broker
St Brides Partners Limited
ABOUT VAST RESOURCES PLC
Vast Resources plc is a United Kingdom AIM listed mining company with mines and projects in Romania 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 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 was commissioned in 2015, currently on care and maintenance. The Company has 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.
The Company has also acquired 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. Processing of stockpiled ore on site is expected to commence in Q2 2022.
In Zimbabwe, the Company is focused on the commencement of the joint venture mining agreement on the Community Diamond Concession, Chiadzwa, in the Marange Diamond Fields.
TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY
Notice of General Meeting at 2.00pm on Friday 10 June 2022
As you may have seen from the Company’s RNS published on 16 May 2022 we are pleased to have repaid our Bond to Atlas, who now no longer have any conversion rights and also reduce our outstanding debt to Mercuria Energy Trading SA (‘Mercuria’), our concentrate offtaker at Baita Plai Polymetallic Mine (‘Baita Plai’). This has been achieved through a new US$4 million secured loan facility from A&T Investments Sarl (‘Alpha’) with no conversion rights attached (the ‘Alpha Loan’), together with a contribution from an advance payment (‘Advance Payment’) of US$1,090,000 (£888,925) towards a subscription for new ordinary shares in the Company conditional upon Shareholder approval and as more fully explained below.
2. Transactions and equity funding agreement
In order to draw down the Alpha Loan it was necessary for the Company to obtain the consent of Mercuria to whom the Company had an indebtedness of approximately US$5,000,000. Mercuria have given that consent, but in order to secure this the Company has entered a legally binding heads of terms (‘Heads of Terms’) for a new intercreditor agreement with Mercuria and Alpha in order to govern the future relationship of the parties, and under which, inter alia, the Company has agreed to repay Mercuria US$500,000 contemporaneously with the repayment of Atlas and a further US$500,000 out of an issue of new ordinary shares.
In order to make up the balance of the Atlas repayment, to provide for the US$500,000 second payment to Mercuria, to pay costs of the Alpha transaction and to support the continued optimisation of the performance of Baita Plai and for general working capital, the Company has raised in aggregate £3,243,325 before costs through a subscription and placing of 463,332,161 new ordinary shares at a price of 0.7p per share conditional upon receipt of Shareholder approval for the relevant authorities to issue the new ordinary shares (the ‘Subscription and Placing’). The sum conditionally raised of £3,243,325 includes the Advance Payment of £888,925 referred to above. The Advance Payment was made ahead of Shareholder approval on the basis of certain guarantees provided by Andrew Prelea and other members of the Prelea family secured against existing shares held by the family.
Shore Capital, the Company’s joint broker, participated in the Subscription and the Placing was arranged by Axis Capital Markets, the Company’s joint broker.
More details of the Alpha Loan and of the Heads of Terms are given in the Appendix to this letter.
It should be noted that the amount raised was completed without the knowledge of the subsequent $800,000 conversion by Atlas resulting in a return of $800,000 from the amount repaid to Atlas by the Company and the Company is under an obligation to honour the amounts raised via the subscription and placing. The additional money will be used for the Company’s obligations made to Mercuria which requires the Company to make a payment of $1,000,000 at the end of July 2022 should other debt reduction plans not materialise.
3. £420,000 Placing announced on 12 April 2022
On 12 April 2022 the Company announced a placing for £420,000 priced at a 60% premium to the closing share price on 11 April 2022 on the basis of the issuing of 160,000,000 warrants to subscribers for new ordinary shares in the Company (’Warrant Shares’) at the 11 April 2022 closing share price of 0.525p. The exercise of the warrants was conditional on the Company passing the necessary resolutions at a General Meeting of the Company to authorise the issue of the Warrant Shares.
The Company has thanked Mercuria for its continued support for the Company, and the Company has agreed a long term equity option, unconnected with the existing debt to Mercuria, for Mercuria to subscribe up to £3,250,000 for new ordinary shares in the Company at a price set against a 10% discount to the mid closing price on the previous trading day to exercising the option. Further details of this option are given in the Appendix.
Resolutions are being proposed to grant authority to issue shares to Mercuria so that it can subscribe for shares in the Company under its option rights. For this purpose the Company has assumed that the share price at the time of exercise of this option would not be less than 2.78p, which after applying the 10% discount contained in the option agreement would equate to the grant of authorities to issue approximately 130,000,000 shares.
5. Authorities requested
As stated by Andrew Prelea in the Company’s RNS announcement of 16 May, we believe that the repayment of Atlas marks a definitive turning point for the Company, and the Board believes that this should restore a fair value in the Company’s share price. The investment and development work now being undertaken at Baita Plai, together with the new revenue streams being introduced as a result of the Company’s interest in Tajikistan, are already reshaping our financial performance.
The receipt of the funds from the Subscription and Placing was and is essential for Mercuria’s consent and continued consent for the refinancing, and also for the Company’s continued investment and development work at Baita Plai. Accordingly, authorities are required to fulfil the conditions of the Subscription and Placing (authority to issue 463,332,161 new ordinary shares or shares to a nominal value of £463,332.16).
Authorities are also requested for the issue of the Warrant Shares for the 12 April 2022 placing (authority to issue 160,000,000 new ordinary shares or shares to a nominal value of £160,000) and for a modest buffer for future requirements and for contingencies (authority to issue a further 50,000,000 new ordinary shares or shares to a nominal value of £50,000). In addition, the Board seeks discrete authorities to issue shares to satisfy Mercuria’s purchase option right (authority to issue 130,000,000 new ordinary shares or shares to a nominal value of £130,000) which authorities are requested in separate resolutions limited to this purchase option agreement.
Accordingly, the Company is seeking authority at the forthcoming General Meeting for the issue of shares up to an aggregate nominal amount of £673,332.16 and for shares up to an aggregate nominal amount of £130,000 nominal value for Mercuria.
The total authorities being sought represent 47.38% of the Company’s new enlarged shares in issue. It should be noted however that this figure is based on the scenario that Mercuria exercises their option in full and the Company using all of the additional general headroom. At this point in time it is not known when Mercuria will exercise their option and whether the Company will need to utilise the additional general headroom.
General Meeting and Action to be taken by Shareholders
A Notice has been sent to shareholders convening the General Meeting at 2.00pm on 10 June 2022 at which Ordinary Resolutions are proposed to authorise the Directors to allot ordinary shares of 0.1p each up to an aggregate nominal value of £673,332.16 and separate £130,000 for Mercuria and Special Resolutions are proposed to disapply statutory pre-emption rights in respect of the shares so allotted.
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 2.00pm Wednesday 8 June 2022.
The Board understands that the General Meeting also serves as a forum for Shareholders to raise questions and comments. If Shareholders who are unable to attend the meeting and question the Directors in person 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 firstname.lastname@example.org by no later than 6.00pm on 8 June 2022. These questions will be posed to the Board and an audio recording of the conversation will be uploaded to the website at www.vastplc.com later on the day of the General Meeting.
The Directors believe the passing of the Resolutions is essential for the Company to continue as a going concern and is accordingly in the best interests of the Company and of the Shareholders as a whole.
The Directors unanimously recommend the Shareholders to vote in favour of the Resolutions to be posed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting in aggregate to 20,138,435 ordinary shares representing approximately 2.00% of the ordinary shares of the Company expected to be in issue on 10 June 2022.
24 May 2022