The transactions below, which are conditional and subject to shareholder approval, would result in Bannerman moving to 100% ownership of the Etango Project, becoming debt free and receiving net new funding of A$4 million:
Acquisition of the minority interest (20%) in the Etango Project from the current owners (represented by Mr Clive Jones) for payment of approximately 123.4 million new Bannerman shares (which will represent approximately 17.4% of the enlarged issued share capital of the Company) and A$1 million in cash;
Extinguishment of the A$12 million convertible notes through:
conversion of A$8 million of the convertible notes held by RCF into Bannerman shares at the given conversion price of A$0.075 per share;
sale of a 1.5% royalty over the Etango Project to RCF for A$6 million, comprising A$2 million in cash and extinguishment of the residual convertible notes held by RCF (comprising A$4 million); and
A$3 million capital raising through an equity placement of approximately 63.3 million new Bannerman shares to RCF VI at A$0.0474 per share.
The shareholdings of RCF IV and RCF VI would move to approximately 20.4% and 19.3% of Bannerman’s issued share capital respectively. The shareholding of Mr Clive Jones has the potential to increase to approximately 19.6%, assuming that all relevant shares are issued to him rather than his nominees.
The Company has applied for waivers of ASX Listing Rules 6.18, 10.7 and 10.13.3 in respect of the proposed transactions and will update shareholders if and when such waivers are obtained.
The transactions remain subject to shareholder approval and other approvals, including renewal of EPL 3345 by the Namibian Ministry of Mines and Energy. The details of a Shareholders’ Extraordinary General Meeting will be confirmed in the coming weeks.
Bannerman CEO Len Jubber said: "Moving to 100% ownership of the world class Etango project is something we have long sought to achieve. In addition to the greater economic interest, consolidation of the holding structure is expected to provide considerable structural benefits when project financing is sought for development of Etango. The transactions with RCF deliver us a debt free balance sheet with new funds that allow Etango to be taken to the next stage."
