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FERRUM CRESCENT LIMITED - Completion of Fundraising, Issue of Equity and Options and Directors Dealings

Release Date: 22/05/2018 08:33
Code(s): FCR     PDF:  
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Completion of Fundraising, Issue of Equity and Options and Directors’ Dealings

FERRUM CRESCENT LIMITED
(Incorporated and registered in Australia
and registered as an external company in
the Republic of South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR
ISIN: AU000000WRL8
("the Company")

Completion of Fundraising, Issue of Equity and Options and Directors’ Dealings
FCR, the European lead-zinc explorer, is pleased to announce that further to the receipt of
shareholder approval at yesterday’s General Meeting, the Company has today issued the various
new ordinary shares and options detailed in the notice of general meeting and explanatory
statement (together, the “Notice”) published on 17 April 2018 and successfully completed its
conditional fundraising announced on 20 March 2018.

Issue of Equity
Placing and Subscription Shares and Corporations Act Confirmations
The equity fundraising comprised a placing and subscription to raise, in aggregate, approximately
£1 million (before expenses), through the issue of, in aggregate, 1,739,130,435 new ordinary
shares of no par value each in the capital of the Company (“Ordinary Shares”) (the “Placing and
Subscription Shares”) at a price of 0.0575 pence per share (the “Fundraising”).

The Fundraising provides sufficient financing and general working capital to enable the Company
to progress the resource delineation and commissioning of an initial scoping study in respect of the
Company’s wholly owned Toral lead-zinc project, located in the Province of Le'n, northern Spain.

In particular, the net proceeds will enable FCR to build upon the Toral project’s maiden JORC
(2012) zinc, lead and silver resource estimate of 16Mt@6.9% Zinc equivalent (including lead
credits) and 25 g/t Silver, as announced on 6 February 2018, via the completion of all key stage 1
work for 2018, including:
- an 8 hole drilling programme East along strike to potentially identify further scale for the
  resource;
- an initial scoping study to better assess the Toral project, detailing infrastructure requirements,
  potential mining methodologies and marketing options; and
- metallurgical test work on existing core samples to progress the Company’s understanding of
  likely, saleable concentrates from a full mining operation.

The Company hereby notifies ASX under section 708A(5)(e) of the Corporations Act (the “Act”) in
compliance with the requirements of section 708A(6) of the Act. The Company also advises that as
at the date of this announcement:
1. the shares were issued without disclosure to investors under Part 6D.2 of the Act;
2. the Company has complied with the provisions of Chapter 2M of the Act as they apply to the
   Company;
3. the Company has complied with section 674 of the Act; and
4. as at the date of this announcement, there is no information:
   a. that has been excluded from a continuous disclosure notice in accordance with the ASX
      Listing Rules; or
   b. that investors and their professional advisers would reasonably require for the purpose of
      making an informed assessment of:
      i. the assets and liabilities, financial position and performance, profits and losses and
         prospects of the Company; or
     ii. the rights and liabilities attaching to the shares.

Director Fee Shares
Further to the approval of resolutions 8 to 10, as set out in the Notice, and in order to conserve the
Company’s cash reserves and thereby maximise the funds available for the group’s exploration
activities, the Company has today issued, in aggregate, 55,345,793 new Ordinary Shares (the
“Director Fee Shares”) to certain of the Company’s directors in lieu of outstanding fees at the same
price (0.0575 pence per share) as the shares issued pursuant to the Fundraising. Further details
and the resultant benefical shareholdings of each director receiving new Ordinary Shares are set
out below:

Director        Previous        Fee Amount /         Number of      Resultant       Resultant
                holding of      Period               Director Fee   holding of      percentage of
                Ordinary                             Shares         Ordinary        voting rights
                Shares                               received       Shares          held
Myles Campion   -               £10,645              18,514,492     18,514,492      0.38
                                (Oct - Dec 2017)
Evan Kirby      10,900          £7,428               12,918,258     12,929,158      0.27
                                (Aug - Dec 2017)
Laurence Read   -               £13,750              23,913,043     23,913,043      0.49
                                (Oct - Dec 2017)

The settlement of outstanding fees due to three of the Company’s directors via the issue of new
Ordinary Shares, as set out above, is considered to be a related party transaction pursuant to Rule
13 of the AIM Rules for Companies (“AIM Rule 13”). Accordingly, the independent directors, being
Colin Bird and Daniel Smith, having consulted with the Company’s Nominated Adviser, Strand
Hanson Limited (“Strand Hanson”), consider that the terms of the issue of the Director Fee Shares
are fair and reasonable insofar as the Company’s shareholders are concerned. Following the
issue and admission to trading today of the abovementioned Placing and Subscription Shares and
Director Fee Shares, the total issued ordinary share capital of the Company comprises
4,849,757,667 Ordinary Shares.

Issue of Options
Placing Options and Broker Options in respect of the November 2017 fundraising
Further to the approval of resolutions 3 and 4, as set out in the Notice, and in accordance with the
terms of the placing announced on 2 November 2017 (the “Placing”), the Company has today
issued, in aggregate, 185,249,929 options to the placees concerned exercisable at a price of 0.075
pence per new Ordinary Share for a period of thirty months from their date of issue (the “Placing
Options”). Further to the approval of resolution 4, as set out in the Notice, 25,000,000 of the
Placing Options have been issued to Mr Colin Bird, being the Company’s Non-Executive Chairman
and a participant in the Placing in a private capacity prior to joining the board on 11 January 2018.
The issue of Placing Options to Mr Bird is considered to be a related party transaction pursuant to
AIM Rule 13. Accordingly, the independent directors, being Myles Campion, Evan Kirby, Laurence
Read and Daniel Smith, having consulted with the Company’s Nominated Adviser, Strand Hanson,
consider that the terms of the issue of the Placing Options to Mr Bird are fair and reasonable
insofar as the Company’s shareholders are concerned.

In addition, pursuant to the approval of resolution 5, as set out in the Notice, and the Company’s
announcement of 2 November 2017, the Company has today issued a further 50,000,000 options
to Beaufort Securities Limited exercisable at a price of 0.075 pence per new Ordinary Share for a
period of thirty months from their date of issue (the “Broker Options”).

Incentive Options
Further to the approval of resolutions 11 to 15 inclusive, as set out in the Notice, the Company has
today granted, in aggregate, 337,500,000 options to the Company’s directors exercisable at a price
of 0.0575 pence per new Ordinary Share for a period of five years from their date of issue (the
“Incentive Options”), in accordance with the terms of the Company’s Incentive Plan approved by
shareholders at the Company’s general meeting held on 11 May 2017.

Further details and the resultant total options held by each of the directors are set out below:

Director            Previous         Number of              Exercise price       Expiry date         Resultant
                    holding of       Incentive              per share (p)                            holding of
                    options          Options granted                                                 options
Myles Campion       -                112,500,000            0.0575               22.5.23             112,500,000
Laurence Read       -                112,500,000            0.0575               22.5.23             112,500,000
Colin Bird          -                80,000,000             0.0575               22.5.23             105,000,000*
Evan Kirby          -                22,500,000             0.0575               22.5.23             22,500,000
Daniel Smith        -                10,000,000             0.0575               22.5.23             10,000,000
* - includes the 25,000,000 Placing Options exercisable at 0.075p until 22.11.20 as referred to above.

Adviser Options and Former Director Options
Further to the approval of resolution 6, as set out in the Notice, the Company has today issued
66,666,666 options to HD Capital Partners Limited exercisable at a price of 0.075 pence per new
Ordinary Share on or before the date falling twenty-four months from their date of issue (the
“Adviser Options”).

In addition, further to the approval of resolution 16, as set out in the Notice, the Company has
today issued a further 10,000,000 options to Mr Grant Button, a former non-executive director of
the Company, exercisable at a price of 0.075 pence per new Ordinary Share on or before the date
falling three years from their date of issue (the “Former Director Options”).

The associated Appendix 3B pursuant to the ASX Listing Rules with respect to the issue of the
abovementioned securites can be viewed here:
https://www.asx.com.au/asxpdf/20180522/pdf/43v6rmzb41vdbx.pdf




For further information on the Company, please visit www.fcrexploration.com or www.ferrumcrescent.com or
contact:

Ferrum Crescent Limited
Daniel Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 8 9486 4036

Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923

Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Matthew Chandler
T: +44 (0)20 7409 3494

Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker
T: +44 (0)20 3621 4120

Peterhouse Corporate Finance Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Heena Karani
T: +44 (0)20 7469 0930

Sasfin Capital Proprietary Limited (a member of the Sasfin group) (JSE Sponsor)
Sharon Owens
T (direct): +27 11 809 7762

Perth
22 May 2018
The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (“MAR”).


PDMR Notification Forms
The notifications below are made in accordance with the requirements of MAR.

1.     Details of the person discharging managerial responsibilities / person closely
       associated
a)     Name                                        1. Myles Campion
                                                   2. Evan Kirby
                                                   3. Laurence Read
2.     Reason for the Notification
a)     Position/status                             1. Technical Director
                                                   2. Non-Executive Director
                                                   3. Executive Director
b)     Initial notification/amendment          Initial notification
3.     Details of the issuer, emission allowance market participant, auction platform,
       auctioneer or auction monitor
a)     Name                                    Ferrum Crescent Limited
b)     LEI                                     2138008QU5PGK777XM59
4.     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
a)     Description     of     the   Financial Issue of Ordinary Shares in lieu of outstanding fees
     instrument, type of instrument
     Identification code               AU000000FCR2
b)   Nature of the Transaction         Issue of Ordinary Shares
c)   Price(s) and volume(s)             Price(s)                    Volume(s)

                                        1. 0.0575 pence             18,514,492
                                        2. 0.0575 pence             12,918,258
                                        3. 0.0575 pence             23,913,043


d)   Aggregated information            N/A
     Aggregated volume price
e)   Date of the transaction           22 May 2018
f)   Place of the transaction          AIM (LSE)



1.   Details of the person discharging managerial responsibilities / person closely
     associated
a)   Name                                      1.   Myles Campion
                                               2.   Evan Kirby
                                               3.   Laurence Read
                                               4.   Colin Bird
                                               5.   Daniel Smith
2.   Reason for the Notification
a)   Position/status                           1.   Technical Director
                                               2.   Non-Executive Director
                                               3.   Executive Director
                                               4.   Non-Executive Chairman
                                               5.   Non-Executive Director
b)   Initial notification/amendment    Initial notification
3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                              Ferrum Crescent Limited
b)   LEI                               2138008QU5PGK777XM59
4.   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
a)   Description of the Financial Issue of Options under Company’s Incentive Plan
     instrument, type of instrument
     Identification code               AU000000FCR2
b)   Nature of the Transaction         Issue of Options under Company’s Incentive Plan
c)   Price(s) and volume(s)             Price(s)                    Volume(s)
                                        1. 0.0575 pence           112,500,000
                                        2. 0.0575 pence           22,500,000
                                        3. 0.0575 pence           112,500,000
                                        4. 0.0575 pence           80,000,000
                                        5. 0.0575 pence           10,000,000


d)   Aggregated information            N/A
     Aggregated volume price
e)   Date of the transaction           22 May 2018
f)   Place of the transaction          AIM (LSE)



1.   Details of the person discharging managerial responsibilities / person closely
     associated
a)   Name                              Colin Bird
2.   Reason for the Notification
a)   Position/status                   Non-Executive Chairman
b)   Initial notification/amendment    Initial notification
3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                              Ferrum Crescent Limited
b)   LEI                               2138008QU5PGK777XM59
4.   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
a)   Description of the Financial Issue of Placing Options
     instrument, type of instrument
     Identification code               AU000000FCR2
b)   Nature of the Transaction         Issue of Placing Options
c)   Price(s) and volume(s)             Price(s)                  Volume(s)

                                        0.075 pence               25,000,000


d)   Aggregated information            N/A
     Aggregated volume price
e)   Date of the transaction           22 May 2018
f)   Place of the transaction          AIM (LSE)

Date: 22/05/2018 08:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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