25 March 2020
Asiamet Secures Strategic Investment and Development Partner
Asiamet Resources Limited ("Asiamet" or the "Company") is pleased to announce that Singapore based commodities trader and strategic investor, Aeturnum Energy Pte LTD ("Aeturnum Energy" or "AE") has partnered with the Company to become its largest shareholder (19.9%).
Under a non-brokered private placement to Aeturnum Energy, Directors and a small number of long term supportive shareholders, the Company has issued 373,399,456 new common shares of par value US$0.01 each in (the "Placing Shares") at a price of 0.9 pence per share (the "Issue Price") to raise approximately £3.36 million.
Highlights:
· Singapore based commodities trader and strategic investor, Aeturnum Energy Pte LTD to become a 19.9% shareholder in Asiamet
· £3.36 (US$3.89) million private placement significantly strengthens Asiamet financial position in a highly challenging market environment
· Secures a new highly supportive major shareholder and enables the Company to continue moving BKM towards development and delivering on its broader strategic objectives.
· Asiamet has granted a 60 day exclusivity period (extendable by Agreement) to allow AE further time to complete its technical and commercial due diligence for a project level investment in relation to the KSK project
· £0.67 million investment from Asiamet Directors and other long-term investors. Asipac to lift its shareholding interest from 6.71% to 8.16%
Tony Manini, Executive Chairman commented:
"Asiamet welcomes Aeturnum as a major shareholder of the Company and looks forward to working with the Company's management to secure the terms for a KSK project level transaction and the ongoing strategic development of our broader business.
We have been engaging with a number of groups to secure a partnership that enables Asiamet to continue building value through the ongoing development of our projects over the short, medium and long term. We believe that AE as an emerging growth company with the vision of building a leading Asian Green Energy business based around copper and copper products, is strategically very well aligned with our drive to become a leading Asian copper producer.
While we recognise the significant impact of this placement on the Company's share structure, these are particularly challenging times for junior resource companies. With two of the best undeveloped copper projects in the Asian region, a sound balance sheet and a supportive strategic partner, the fundamentals for building serious value for all our stakeholders remain strong."
Proceeds of the Placing
Further details of this strategic initiative are as follows;
· Partnering with a strategically aligned emerging growth company with the vision of building a leading Asian "Green Energy" business
· Placement significantly strengthens Asiamet financial position in the current challenging economic environment and enables the Company to continue building value and driving its business forward when other copper development projects are being placed on hold
· Exclusivity Period allows both Companies to assess an asset level transaction to create long term value for all stakeholders
· Funding will allow Asiamet to proceed and finalise various key objectives including:
o Drilling of the four high priority targets near proposed BKM infrastructure to increase the current nine year mine life at the BKM copper project
o Continue value enhancement initiatives to uplift the robust economics delivered in the BKM Feasibility Study
o Advance to completion the permitting activities for the BKM copper project with particular focus on the Pinjam Pakai, forestry 'Borrow and Use Permit'
o Community and stakeholder engagement activities at both KSK and Beutong projects
· The Company remains debt free allowing significant flexibility with respect to future options.
In addition, the Company is in the process of completing the relocation of its corporate head office function from Melbourne, Australia to Jakarta, Indonesia.
About Aeturnum Energy
Aeturnum Energy is one of the fastest growing independent energy firms in the world, delivering bespoke energy solutions to over 100 trading partners globally. Partners include some of the most reputable companies in the energy industry, ranging from oil majors to international traders and national oil companies.
AE works collaboratively with suppliers and customers to provide integrated trading products and logistics solutions and financing services to market participants, connecting international upstream suppliers to downstream customers across Asia.
With a solid financial track record, AE has proven strong relationships with internationally recognised financial institutions and large commercial Asian banks including the likes of Societe Generale, ING, Standard Chartered Bank, Citibank, China Citic Bank, Habib Bank, Industrial and Commercial Bank of China (ICBC), etc.
AE has a strategic vision to be the Asian leader in green energy.
Placement details and Voting Rights
The Company has successfully placed 373,399,456 Placing Shares, raising proceeds of approximately £3,360,595 million (US$3,898,290)
The Placing is conditional upon, inter alia, Admission of the Placing Shares to trading (which will be issued and settled in CREST to the extent possible) on AIM. Application will be made for Admission, which is expected to occur by 8.00 a.m. on 30 March 2020 ("Admission").
Following Admission, the Company's issued ordinary share capital will comprise 1,474,267,533 common shares. From Admission, the figure of 1,474,267,533 may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Note: for the purposes of this announcement figures have been calculated based on an exchange rate of US$1.16=£1.00
Director's Participation
Antony Manini, a Director and Executive Chairman of the Company, Bruce Sheng and Faldi Ismail both Directors of the Company have agreed to support the private placement by subscribing to shares in the Company as per the table below:
Director |
Shares Subscribed |
Antony Manini |
11,784,444 |
ASIPAC# |
46,337,856 |
Faldi Ismail |
8,000,000 |
# Bruce Sheng is subscribing to shares through ASIPAC Capital Pty Ltd where he is a director.
On Admission, the shareholdings of Antony Manini, Bruce Sheng and Faldi Ismail will be as follows:
Director |
Holding of common shares |
Percentage of Enlarged Share Capital |
Antony Manini |
45,676,627 |
3.10% |
ASIPAC |
120,242,576 |
8.16% |
Faldi Ismail |
14,642,744 |
0.99% |
ON BEHALF OF THE BOARD OF DIRECTORS
Tony Manini, Chairman
-Ends-
Tony Manini
Executive Chairman, Asiamet Resources Limited
Telephone: +61 3 8644 1300
Email: [email protected]
FlowComms Limited - Investor Relations
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: [email protected]
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Andrew Thomson / Stephen Allen
Telephone: +61 8 9480 2500
Email: [email protected] / [email protected]
Berenberg
Matthew Armitt, Detlir Elezi
Telephone: +44 20 3753 3142
Email: [email protected] / [email protected]
Liberum
Clayton Bush, Kane Collings
Telephone: +44 7773 322679
Email: Clayton.Bush@Liberum.co
Optiva Securities Limited
Christian Dennis
Telephone: +44 20 3137 1903
Email: [email protected]
IMPORTANT INFORMATION
The information contained in this Announcement does not constitute an offering of securities for sale in the United States of America and no securities have been or will be registered under the United States Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States of America nor will they qualify for distribution under any of the relevant securities laws of Australia (other than to "Sophisticated Investors"(as defined in Section 708(8) of the Australian Corporations Act 2001) or "Professional Investors"(as defined in Section 708(11) of the Australian Corporations Act 2001)), Canada, Japan or the Republic of South Africa, nor has any prospectus in connection with the securities been lodged with or registered by the Australian Securities and Investments Commission. The securities may not be offered or sold in the United States of America. This announcement is not for distribution directly or indirectly in or into the United States of America, Australia (other than to "Sophisticated Investors"(as defined in Section 708(8) of the Australian Corporations Act 2001) or "Professional Investors"(as defined in Section 708(11) of the Australian Corporations Act 2001)), Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful.
This Announcement does not constitute a prospectus or prospectus equivalent document for the purposes of the prospectus rules and has not been, and will not be, approved by, or filed with, the Financial Conduct Authority ("FCA"). It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer of or invitation to buy or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR). Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
