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(VAST) Vast Share Chat

Discussion in 'General Share Chat (VAST)' started by GSmiley, Jun 24, 2015.

  1. Groucho

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    9 May 2019

    Vast Resources plc
    (“Vast” or the “Company”)

    Increase in authorities to issue warrants as security for outstanding Mercuria Tranche A finance (or any replacement thereof) - cancellable on repayment of such finance
    Notice of General Meeting


    Vast Resources plc, the AIM-listed mining company, announces that a letter from the Chairman of the Company (the ‘Letter’) including a Notice of General Meeting has been posted to Shareholders late on 8 May 2019. A copy of the Letter and the Notice of General Meeting will be available on the Company’s website at www.vastplc.com and the full text of the Letter follows in the appendix to this announcement below (the ’Appendix’).

    The Letter refers to the Warrant Instrument issued as part of the security granted to Mercuria Energy Trading SA (”Mercuria”) in respect of the Tranche A finance granted to the Company by Mercuria under its prepayment agreement with the Company concluded on 21 March 2018 (the “Prepayment Agreement”). As a result of the fall in the Company’s share price there is a requirement under the terms of the Warrant Instrument that the number of warrants issued to Mercuria as security for the outstanding amount to Mercuria under the Prepayment Agreement be increased, and the Letter requests Shareholders to grant authority to the Directors to augment the existing 565 million warrants issued to Mercuria as security by the issue of up to a further 1,750 million warrants. The exercise price of the warrants remains equal to the three month volume weighted average price of the Ordinary Shares of the Company for the period ended ten business days prior to the exercise of the warrants.

    Notwithstanding the requirement to issue further warrants to Mercuria, the Company is working closely with both Mercuria and the Swiss bank who, as announced on 29 April 2019, have issued to the Company a draft term sheet containing the material indicative terms for new finance. Should the term sheet be consummated on its current terms the Company’s obligation to Mercuria would be repaid in full out of the new finance obtained, and Mercuria have indicated its interest to continue its existing offtake contracts with the Company subject to certain conditions.

    In view of the possibility of the repayment of Mercuria through the Swiss Bank or through similar alternative finance the Letter also requests Shareholders to grant authority to the Directors to issue up to 2,315 million warrants as security to any financier who repays the amount outstanding to Mercuria provided that the principal terms of such warrants are substantially similar to those issued to Mercuria and the warrants issued to Mercuria are cancelled.

    None of the Ordinary Shares pursuant to the authorities requested will be issued other than in the event of a default under the Prepayment Agreement or related agreements or in the event of a default under any replacement finance agreement.
     
  4. Groucho

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    Appendix

    LETTER FROM THE CHAIRMAN OF THE COMPANY

    Increase in authorities to issue warrants as security for outstanding Mercuria Tranche A finance (or any replacement thereof) - cancellable on repayment of such finance
    and

    Notice of General Meeting 2.30pm on 24 May 2019

    Background

    It was announced on 29 April 2019 that in accordance with the Warrant Instrument that had been issued as part of the security to Mercuria Energy Trading S.A. (“Mercuria”) under the prepayment agreement entered into on the 21 of March 2018 with, amongst others, the Company (the “Prepayment Agreement”), the Company would shortly be calling a General Meeting in order to obtain authority for the Directors to increase the number of warrants to be issued to Mercuria as security for the outstanding instalment amounts now falling due to it by the Company.

    Under the Warrant Instrument, and as announced on 30 January 2018, and as confirmed by the Resolutions passed at the General Meeting of 14 February 2018, 565 million warrants were issued to Mercuria as security for any amount (including principal and interest) due by the Company and or any other party to the Prepayment Agreement in relation to Tranche A granted by Mercuria under the Prepayment Agreement (the “Outstanding Amount”). The exercise price of the warrants is equal to the three month volume weighted average price of the Ordinary Shares of the Company for the period ended ten business days prior to the exercise of the warrants. In view of the fall in the Company’s share price the 565 million warrants no longer cover the Outstanding Amount, and the Company, in order to make up the shortfall, and in accordance with the requirements of the Warrant Instrument, is now seeking authority to issue a further 1,750 million warrants under the terms of the Warrant Instrument. At the same time the Company is seeking authority that, subject to Mercuria being repaid and the warrants issued to Mercuria being released, the Directors may issue warrants as security to obtain financing from other sources where such finance replaces that of Mercuria, provided that the principal terms of any warrants so issued are substantially similar to those issued to Mercuria.

    It must be emphasised that the number of warrants that could be exercised under the Warrant Instrument pursuant to the occurrence of an Event of Default as such term is defined in the Prepayment Agreement or related agreements with Mercuria (together referred to as a “Warrant Instrument Event of Default”) is limited to the cash value of the Outstanding Amount calculated by reference to the three month volume weighted average price of the Ordinary Shares 10 business days prior to the date of exercise.

    These warrants can only be exercised in the event of a Warrant Instrument Event of Default. They cannot be exercised in any other circumstances.

    Notwithstanding the requirement to issue further warrants to Mercuria, the Company is working closely with both Mercuria and the Swiss bank who, as announced on 29 April 2019, have issued to the Company a draft term sheet containing the material indicative terms for new finance. Should the term sheet be consummated on its current terms the Company’s obligation to Mercuria would be repaid in full out of the new finance obtained, and Mercuria have indicated its interest to continue the existing Offtake contract for Manaila and pre agreed Offtake contract for Baita Plai subject to certain conditions.

    The Resolutions

    Resolution 1, if passed, will give authority to the Directors to issue up to 1,750 million Ordinary Shares in connection with the Warrant Instrument issued to Mercuria dated 13 March 2018, and Resolution 2, if passed, will give authority to the Directors to disapply pre-emption rights in respect of the 1,750 million Ordinary Shares.

    Resolution 3, if passed, will give authority to the Directors to issue up to 2,315 million Ordinary Shares in connection with a warrant instrument to be issued to a financier who provides sufficient finance to the Company to repay Mercuria in full, provided that the principal terms of any such warrant instrument are substantially similar to the Warrant Instrument issued to Mercuria and that the warrants issued to Mercuria have been cancelled, and Resolution 4, if passed, will give authority to the Directors to disapply pre-emption rights in respect of the 2,315 million Ordinary Shares.

    None of these Ordinary Shares will be issued other than in the event of a Warrant Instrument Event of Default or of a default under any replacement finance agreement.

    General Meeting and Action to be taken by Shareholders

    Attached to this letter is a Notice convening the General Meeting to be held at the Company’s registered office, 60 Gracechurch Street, London EC3V 0HR at 2.30pm on Friday 24 May 2019 to consider the Resolutions.

    Shareholders have been sent a Form of Proxy for use at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they 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 2.30pm on 22 May 2019, being 48 hours before the time appointed for holding the General Meeting. Completion of a Form of Proxy will not preclude Shareholders from attending the meeting and voting in person if they so choose.

    Recommendation

    The Directors unanimously recommend Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do so in respect of their own beneficial holdings amounting in aggregate to 118,749,468 Ordinary Shares representing approximately 1.49% of the Company’s existing Ordinary Shares.

    Brian Moritz

    Chairman

    8 May 2019
     
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    28 May 2019

    Vast Resources plc
    ("Vast" or the "Company")

    Result of General Meeting and Corporate Update

    Vast Resources plc, the AIM-listed mining company with assets in Romania and Zimbabwe, is pleased to announce that at its General Meeting, held on Friday 24 May, all resolutions were duly passed.

    Additionally, the Company would like to provide a corporate update on its activities in Romania and Zimbabwe.

    Corporate Update

    · Vast has engaged with SRK Consulting (UK) Ltd. to prepare Scoping Studies, Preliminary Economic Assessments and/or Preliminary Feasibility Studies, as may be appropriate, for Baita Plai, Manaila, Carlibaba and the Carlibaba further extension with the intention of enabling independent evaluations for those assets, which will further highlight the potential of the Romanian portfolio.

    · The Company has retained a specialist natural resources debt adviser, Carlingford, a division of GFI Brokerage Ltd., for the purposes of assessing debt capital for Vast's continued development. It will also assist the Company with the structuring of the loan finance from the Swiss Bank, which has given Vast a draft indicative term sheet containing the material indicative terms for loan finance of up to US$10 million (the "Swiss Bank") (as announced on 29 April 2019).

    · Due Diligence with the Swiss Bank is progressing.

    · The Company is also in possession of an indicative financing term sheet in connection with the Heritage Concession in Zimbabwe and further indicative term sheets for this project are expected shortly.

    · Discussions towards finalisation of the contract in relation to the Heritage Concession are progressing well. Additionally, the Company is pleased to see the change in government policy which has resulted in the cancellation of the country's indigenisation laws for diamonds.
     
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    30 May 2019

    Vast Resources plc
    (“Vast” or the “Company”)

    Subscription to raise £900,000 before costs

    Vast Resources plc, the AIM-listed mining company, is pleased to announce that it has raised in aggregate £900,000 before costs through a placing (the “Placing”) of 775,862,068 ordinary shares of 0.1p in the Company (Ordinary Shares) at a price of 0.116p per Ordinary Share (the “Placing Shares”). The Placing was undertaken by SVS Securities plc, joint broker to the Company.

    The Placing Shares were issued under existing authorities available to the Board relating to the Baita Plai Polymetallic Mine (“Baita Plai”) and for general corporate purposes. The cash raised from the Placing has been calculated to be sufficient to meet all the Company’s financing needs in connection with its activities in Romania and general working capital until drawdown of the Loan Finance, as defined below.

    As announced on 29 April 2019, the Company has received a draft term sheet containing the material indicative terms from a Swiss bank for a loan finance of up to US$10 million. This is to be applied in connection with the Company’s Romanian projects including full repayment of the US$4 million plus accrued interest by the Company to Mercuria. While due diligence on the provision of the Swiss bank loan finance and/or any equivalent (the “Loan Finance”) progresses, the Company plans to incur some of the necessary pre-production expenditure for Baita Plai in advance of the receipt of the Loan Finance. This will significantly reduce the lead time up to commencement of production.

    The pre-production expenditure will include the commencement of the installation of a seven-kilometre tailings pipe to the tailings dam and, as is required in the Company’s licence, the installation of a new and independent electricity supply at Baita Plai in addition to the supply the Company has already installed. Expenditure will also include the cost of the independent report from SRK Consulting (UK) Ltd as mentioned in the Company’s announcement of 28 May 2019. The money raised from the Placing will be applied for these purposes plus for general expenses at Baita Plai and for general corporate purposes.

    Admission of and Dealings in the Placing and Subscription Shares
    The issue of the Placing Shares is conditional on their admission to trading on AIM ("Admission"). Application is being made for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealing in the Placing Shares will commence on or around 4 June 2019. The Placing Shares will rank pari passu with existing Ordinary Shares.

    Following Admission, the total issued share capital of the Company will be 8,721,033,379. The above figure of 8,721,033,379 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in Vast under the FCA's Disclosure and Transparency Rule.
     
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    17 June 2019

    Vast Resources plc
    (“Vast” or the “Company”)

    Heritage Diamond Concession update

    Vast Resources plc, the AIM-listed mining company, is pleased to inform the market that following meetings that took place inHararelast week between Vast senior management, the local community leaders and the parastatal Zimbabwe Consolidated Diamond Company Ltd (ZCDC) a road map to closing the agreements that will enable the Company to mine on the Heritage Concession has now been established.

    The agreements concerning the Heritage Diamond Concession will now be directly between the Company and the ZCDC rather than the local community, but the local community will be maintained as a beneficial recipient of shared profits as per the original agreement.

    Andrew Prelea, Chief Executive Officer of Vast, commented:

    “After taking part in the meetings last week with our senior management, the community chiefs and ZCDC, I am pleased to say that the timeline to closing the agreements will now be accelerated. I plan to return toZimbabweshortly for what I hope will be the finalisation of the contractual terms, and also to establish the commencement of the project.

    “This amendment to the structure of the arrangement should not only accelerate the process to commencement, but should also provide the Company further opportunities to work with the ZCDC.”
     
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    Last edited: Jun 19, 2019
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    Conclusion: Group business plans have been hampered after Mercuria pulled back on the planned $5.5m Tranche B in Jan/19 leaving the Company short of development funding with the team now in negotiations with other parties in regards of a refinancing facility. Once secured, Vast will be in the position to execute on its strategy to fast track the high grade polymetallic Baita Plai into production in six months while concurrently progressing development works at the alluvial diamonds project located in the prolific Marange Diamond Fields region.
     
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