13 October 2017
Altona Energy plc
("Altona" or "the Company")
Proposed Placing to raise £210,000
Share Capital Re-organisation
Notice of General Meeting
The Board of Altona (AIM: ANR) announces that it has conditionally raised £
210,000 before expenses through a placing of 420,000,000 new ordinary shares
("Placing Shares") at an issue price of 0.05p per share (the "Placing"). The
Placing is conditional, inter alia, on the approval of shareholders at a
General Meeting of the Company further details of which are set out below.
Background to and reasons for the Placing
On 25 September 2017 the Company announced that further studies were required
at the Arckaringa coal project to establish the presence of dry coal in any of
the areas covered by the Company's exploration licences. In addition, also on
25 September 2017, the Company announced that a default judgment had been
entered against the Company for £238,680.68 in respect of a claim by a former
director, who has alleged entitlement to a termination payment under a
settlement agreement. On 11 October 2017, the Company announced that it had
been successful in its application to the court to set aside the default
judgment, which is consequently no longer a current liability for Altona. The
Company will now proceed with its defence against the claim.
The services of Runge Pincock Minarco Global (specialist mining consultants)
mentioned in the announcement of 25 September 2017 have not yet been engaged,
pending detailed discussions, which are expected to take place in the next
month, between the Company's Australian joint venture and WSP Australia Pty Ltd
regarding its report which addresses the possibility of conventional mining
within the Company's licenced areas.
The Company has limited working capital and it has become necessary for the
Board to undertake the Placing to provide additional funding.
The investors who are participating in the Placing (the "Placees") are
experienced in the natural resources sector and have indicated that they will
work closely with the existing Board to establish the best way to exploit the
significant coal resources at the Arckaringa project.
The Company has agreed that the Placees may, for as long as the aggregate of
their shareholdings in the Company is equal to or in excess of 15 per cent. of
the Company's issued ordinary share capital, nominate up to two persons to be
directors of the Company. The Placees have therefore proposed that Henry
Kloepper joins the Board of Altona, subject to the passing of the resolutions
at the General Meeting.
Mr. Klopper is the Executive Chairman of URU Metals Limited (AIM: URU) and is
CEO of Captor Capital Corporation. Until February this year, he was non-board
CEO of Frontier Lithium Inc., which is developing a world-class lithium deposit
in northwestern Ontario. Mr. Kloepper has worked in investment banking and
structured finance throughout a 30 year career. He has held executive
positions with JP Morgan, Citibank, Bank of America, and North American Trust,
in Canada, the US and Europe.
The net proceeds of the Placing are expected to provide sufficient funding to
meet Altona's immediate corporate costs.
Capital Re-organisation
Company law prohibits the issue of shares at a discount to their nominal value.
The proposed Placing price per share is less than the nominal value (£0.001)
of the Existing Ordinary Shares. Accordingly, it is necessary to carry out the
Capital Re-organisation which will result in the nominal value of the New
Ordinary Shares being £0.0001. This is achieved by sub-dividing each Existing
Ordinary Share into one New Ordinary Share of £0.0001 and one Deferred Share of
£0.0009.
The Deferred Shares are effectively valueless and, in accordance with current
practice, the Company is to be given the right by Resolutions 2 and 3 to
acquire them for nil consideration and cancel them.
Details of the Placing
The Placees have each conditionally agreed to subscribe for 210,000,000 New
Ordinary Shares under the Placing at a subscription price of £0.0005 per share
payable in full in cash on subscription. The New Ordinary Shares so
subscribed, will rank pari passu with the other New Ordinary Shares which will
be in issue following the passing of the Resolutions.
The placing commitments of the Placees are conditional upon:
1. The passing of the Resolutions;
2. Wintask Group Limited providing an irrevocable undertaking to vote the
230,000,000 Existing Ordinary Shares held by it (representing approximately
23.2 per cent. of the Company's issued share capital) in favour of the
Resolutions; and
3. Admission of the Placing Shares to trading on AIM.
Condition (2) above has already been satisfied. It is expected that the Placing
will be completed shortly after the passing of the Resolutions.
An application has been made for the Placing Shares to be admitted to trading
on AIM which is expected to occur at 8.00 a.m. on 1 November 2017
("Admission"), subject to the resolutions being passed at the General Meeting.
Recommendation
The Board consider that the Capital Re-organisation and Placing are necessary
to provide the Company with additional working capital to assist in funding its
immediate obligations, and are therefore in the interests and for the benefit
of the Company and shareholders generally.
Accordingly, the Directors unanimously recommend that you vote in favour of the
resolutions being proposed at the Extraordinary General Meeting, as they intend
to do or procure to be done in respect of their own and their connected
persons' beneficial holdings. Wintask Group Ltd which holds Existing Ordinary
Shares representing 23.2 per cent. of the present issued share capital of the
Company, has given an irrevocable undertaking to vote in favour of the
Resolutions.
Qinfu Zhang, Executive Chairman of Altona, commented, "The Company faces a
difficult working capital situation and, after exhausting all usual funding
channels, we believe these new investors represent the best opportunity for the
future of Altona. The Company has exploration licences which cover a
significant coal asset in Southern Australia. Working together with these new
investors, who have many years' experience in the resources sector, we hope to
make progress in developing the Arckaringa project."
Circular and General Meeting
A circular containing a notice of the General Meeting is expected to be posted
to shareholders later today and will be made available on the Company's website
www.altonaenergy.com. The circular convenes a General Meeting of the Company
to approve the Placing and Capital Re-organisation to be held at the offices of
Welbeck Associates, 30 Percy Street, Fitzrovia, London W1T 2DB at 11.30 a.m. on
31 October 2017.
Total Voting Rights
With effect from Admission, the Company's issued ordinary share capital will
comprise 1,411,956,853 ordinary shares of 0.01p with one vote per share. The
Company does not hold any shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be 1,411,956,853. This
figure 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 in their interest in, the share capital of the Company
pursuant to the FCA's Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014.
-ends-
For further information, please visit www.altonaenergy.com or contact:
Altona Energy plc +44 (0)7555 679 245
Qinfu Zhang, Executive Chairman
Leander (Financial PR) +44 (0)7795 168 157
Christian Taylor- Wilkinson
Northland Capital Partners Ltd (Nomad and Broker) +44 (0)20 3861 6625
Matthew Johnson / Gerry Beaney (Corporate Finance)
John Howes (Corporate Broking)