THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
African Consolidated Resources plc / Ticker: AFCR / Index:AIM/ Sector: Mining
African Consolidated Resources plc
('ACR' or the 'Company')
Placing to raise £2.16 million
African Consolidated Resources plc, the AIM-listed southern African focused resource development company, is pleased to announce that, further to the announcement on 29 August 2012 of its unaudited preliminary results for the year ended 31 March 2012 ("Preliminary Results"), the Company has conditionally placed 108,021,500 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 2 pence per share (the 'Placing Shares') to raise gross proceeds of £2.16 million (approximately US$3.35 million) (the "Placing"). The Placing is not underwritten.
Placing Summary:
· Conditional Placing of 108,021,500 Ordinary Shares at a price of 2 pence per Placing Share to raise gross proceeds of £2.16 million
· Participation in the Placing by new and existing shareholders including Directors
· Net proceeds to be used for working capital purposes and to progress towards the completion of the Pickstone Peerless Resource upgrade and the full transfer of ownership of Kalengwa to ACR
· Company anticipates that further funding will be required in Q4 2012 in order for the Company to both continue operating as a going concern and develop its portfolio of high impact assets
· Placing shares represent approximately 18.4 per cent. of the Company's enlarged issued ordinary share capital
The Company has updated its corporate presentation which will shortly be available on ACR's website: www.acrplc.com
Cash Position and Use of Proceeds
| Sources of funds: | US$ 000's |
| Cash position as at 1 August 2012 | 460 |
| Gross proceeds of the Placing | 3,349 |
| The Company also anticipate the imminent monetization of its commercial real-estate premises in Harare, the proceeds of which will be utilised for working capital purposes. | |
| Use of funds: | US$ 000's |
| Deposit and associated commission to Euro African Kalengwa Mining Ltd (vendor of Kalengwa mine) and associated costs | 1,000 |
| Completion of Pickstone and Peerless resource upgrade | 100 |
| Provision for third party costs on Pickstone BFS | 50 |
| Acquisition of tenements adjoining existing Gadzema licence | 430 |
| Deposit on further Kasempa exploration licence acquisition | 75 |
| Repayment of deposit on agreement no longer proceeding | 120 |
| Commission and expenses for this fundraising | 150 |
| Q4 roadshow for project and Company fundraising | 50 |
| The remaining available funds will be used by the Company for working capital purposes. | |
The Directors estimate that the net proceeds of the placing will be sufficient to fund the Company's near term liabilities and progress towards the completion of the Pickstone Peerless Resource upgrade and the full transfer of ownership of Kalengwa to ACR. It is anticipated that further funding will be required in Q4 2012 in order for the Company to both continue operating as a going concern and develop its portfolio of high impact assets.
In the event that the Company is unable to raise sufficient equity capital in Q4 2012, the Board will need to consider alternative sources of funding in order to continue trading as a going concern.
Directors' participation and shareholding
The Company has been notified that the following Directors have agreed to subscribe for, in aggregate, 1,537,500 Placing Shares at the Placing Price. Immediately after Admission, it is expected that the Directors will have the following beneficial shareholdings:
| Director | Number of Placing Shares | Total number of Ordinary Shares held following Admission | Percentage of the enlarged issued share capital immediately following Admission |
| Roy Tucker | 250,000 | 4,604,053 | 0.79 |
| Julian Emery | 287,500 | 454,200 | 0.08 |
| Lloyd Manakore | 250,000 | 250,000 | 0.04 |
| Michael Kellow | 500,000 | 4,285,696 | 0.73 |
| Stuart Bottomley | 250,000 | 7,626,000 | 1.30 |
The holdings shown in the table above do not include interests over Shares held through contracts with the Company's Employee Benefit Trust.
Admission and Dealings
The Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares in issue.
The Placing is also conditional on the admission of the Placing Shares to trading on AIM. Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 4 September 2012.
Following Admission, the total issued share capital of the Company will be 585,916,624 Ordinary Shares, all of which have voting rights. The Placing Shares will represent approximately 18.4 per cent. of the enlarged issued share capital of the Company.
**ENDS**
For further information visit www.acrplc.com or please contact:
| Roy Tucker | African Consolidated Resources plc | +44 (0) 1622 816918 |
| Andrew Cranswick | African Consolidated Resources plc | +44 (0) 7920 189 010 |
| Andrew Godber | Panmure Gordon (UK) Limited | +44 (0) 207 886 2966 |
| Callum Stewart | Panmure Gordon (UK) Limited | +44 (0) 207 886 2960 |
| Adam James | Panmure Gordon (UK) Limited | +44 (0) 207 886 2951 |
| Hannah Woodley | Panmure Gordon (UK) Limited | +44 (0) 207 886 2904 |
| Susie Geliher | St Brides Media & Finance Ltd | +44 (0) 20 7236 1177 |
DISCLAIMER
Panmure Gordon (UK) Limited ("Panmure Gordon") which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser to the Company for the purpose of the AIM Rules and is acting exclusively for the Company in relation to the Placing. Panmure Gordon is not acting for any other person in connection with the matters referred to in this announcement and they will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for giving advice in relation to the matters referred to in this announcement.
This announcement has been issued by the Company and is the sole responsibility of the Company.
This announcement does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company under any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful. Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in or into or from the United States, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Australian or Japanese person and any person receiving this announcement, (including, without limitation, custodians, nominees and trustees) must not distribute or send it, in whole or in part, in or into or from the United States, Australia or Japan.