02:56 Thu 07 May 2020
URU Metals Limited - Subscription, CLN & Issue of Equity
("URU" or "the Company")
Subscription, Convertible Loan Note & Issue of Equity
URU is pleased to announce that the Company has raised approximately
Additionally, the Company has today issued a
(i) a voluntary conversion price triggered on serving a conversion notice (being
(ii) on an equity fund raising of not less than
(iii) on a share sale (meaning a sale of Ordinary Shares giving control of the Company, whether for cash and/or by way of exchange for shares in another company and/or for other consideration, and whether or not control of the Company changes as a result of such transaction), a 35 per cent. discount to the price per share paid on the share sale; or
(iv) if there is no conversion notice served, fund raising or share sale prior to the maturity date, at a 35 per cent. discount to the VWAP per share in the 5 trading days prior to the maturity date.
In the event that Boothbay is issued with any new Ordinary Shares pursuant to a conversion of the Loan Note, it will be issued with one warrant attaching to each new Ordinary Share issued, with an exercise period of 18 months from the date of grant and exercisable at 85 pence per new Ordinary Share ("Conversion Loan Warrants").
Conversion of Director Fees
The Company has also agreed to issue 470,588 new Ordinary Shares at a price of
Director Shareholdings
On admission of the Subscription Shares and Director
Shareholder |
Current Shareholding in the Company |
Percentage held |
Shareholding on Admission |
Percentage held on Admission |
|
33,644 |
4.31 |
33,644 |
2.26 |
Captor Capital Corporation |
118,511 |
15.18 |
118,511 |
7.97 |
|
Nil |
|
470,588 |
31.66 |
Note:
Related Party Transaction
The issue of the Director
Further, under the Company's memorandum and articles of association, in the absence of board approval, a person whether by himself or acting in concert with persons determined by the Board, is restricted from acquiring shares in the Company which carry 30 per cent. or more of the voting rights attributable to those shares. The issue of the Director
Effect on share capital
Following the issue of Subscription Shares, Director
|
Number of Ordinary Shares |
Existing Ordinary Shares as at |
780,571 |
Subscription Share issue |
235,294 |
Director |
470,588 |
Issue on conversion of Loan Note * |
237,376 |
Issue on exercise of Subscription Warrants |
235,294 |
Issue on exercise of Conversion Loan Warrants |
237,376 |
Issue on exercise of Director Warrant |
470,588
|
Total Ordinary Shares in issue |
2,667,087 |
*Assuming the Loan Notes are converted at
Admission and Total Voting Rights
Application will be made for the Subscription Shares and the Director
This number will represent the total voting rights in the Company, and following Admission, may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company. The new shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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2
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Reason for the notification
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a)
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Position/status
|
Chief Executive Officer
|
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b)
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Initial notification /Amendment
|
Initial Notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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b)
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LEI
|
213800ZPHWT9VE1H1Q84 |
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4
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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
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a)
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Description of the financial instrument, type of instrument |
Depositary interests of no par value each |
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Identification code |
ISIN: VGG930042012 |
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b)
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Nature of the transaction
|
1. Issue of 470,588 Ordinary Shares in lieu of fees and salary 2. Issue of 470,588 Director Warrants |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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1. |
470,588 |
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2. |
470,588 |
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d)
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Aggregated information |
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- Aggregated volume |
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- Price |
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e)
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Date of the transaction
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f)
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Place of the transaction
|
XLON |
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
For further information, please contact:
(Chief Executive Officer)
|
+1 416 504 3978
|
(Nominated Adviser and Broker) |
+ 44 (0) 203 470 0470 |
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