Marula Mining PLC — Regulatory Filings 2021

Jul 15, 2021

National Storage Mechanism | Additional information

RNS Number : 2860F

All Star Minerals PLC

15 July 2021

ALL STAR MINERALS PLC

("All Star Minerals'' or the "Company")

Fundraise, Issue of Warrants and Directors' Dealings

All Star Minerals plc (AQSE:ASMO), an investing company listed on the AQUIS Stock Exchange Growth Market ("AQSE") announces that it has in aggregate conditionally issued 1,628,500,000 new ordinary shares (the "Fundraise") at a price of 0.02 pence per share ("Issue Price") through a Placing raising gross proceeds of £110,000 and a Subscription raising gross proceeds of £146,700 and a Conversion of £54,000 in lieu of existing liabilities.

Placing

The Company's broker, SP Angel Corporate Finance LLP, has conditionally placed 550,000,000 new ordinary shares at the Issue Price, raising gross proceeds of £110,000 ("Placing Shares").

Subscription

733,500,000 new ordinary shares in the Company have been conditionally subscribed for at the Issue Price, raising gross proceeds of £146,700 ("Subscription Shares").  Ian Harebottle, a director of the Company, has conditionally subscribed for 30,000,000 new ordinary shares pursuant to the Subscription.

Conversion

270,000,000 new ordinary shares have been conditionally converted by directors, in lieu of £54,000 relating to outstanding fees / remuneration ("Conversion Shares").  Further details of the conditional issue of shares to directors is set out in the table below:

Director	Existing shareholding	Shares issued in lieu of fees and remuneration	Subscription	Shareholding following Admission	Percentage shareholding following Admission
Graham Mascall	-	55,000,000	-	55,000,000	1.2%
Ian Harebottle1	62,500,000	120,000,000	30,000,000	212,500,000	4.8%
Richard Lloyd	12,500,000	45,000,000	-	57,500,000	1.3%
David Bourne	325,089,284	50,000,000	-	375,089,284	8.4%
Total	400,089,284	270,000,000	30,000,000	700,089,284	15.7%

1Ian Harebottle has also participated in the Subscription

Furthermore, an additional 75,000,000 new ordinary shares have been conditionally issued to creditors in settlement of £15,000 of outstanding liabilities ("Fee Shares") at the Issue Price.

The Company intends to use the net proceeds of the Fundraise to undertake due diligence required on the previously signed non-binding Heads of Terms ("HoT"), with each of a gemstone and diamond company and in order to advance the potential acquisitions of the two separate projects.

The Fundraise is conditional on admission of the 1,628,500,000 new ordinary shares to trading on AQSE which is expected to occur on or around 20 July 2021 ("Admission").

Issue of Fundraise Warrant

Attached to every two shares issued pursuant to the Fundraise is a warrant allowing the holder to subscribe for an additional share in the Company at an exercise price of 0.04 pence for a period of two years from Admission ("Fundraise Warrant").  A Fundraise Warrant has been issued over 814,250,000 new ordinary shares.

Issue of Adviser Warrant

As part of their remuneration, SP Angel Corporate Finance LLP will also receive a warrant over 13,750,000 new ordinary shares exercisable at the Issue Price from Admission for a period of 5 years.

Interim CEO, Ian Harebottle, said: "We are delighted to have raised the funds required to advance our level of interaction with, and due diligence on, the companies where we have signed HoT. Both companies present exciting opportunities, especially against the background of a recovering gemstone and diamond market, which is seeing a steady increase in demand and achievable pricing.  The funds raised will afford All Star Minerals the opportunity to make considerable headway in the near term and significantly improve its level of focus and direction.

"It is our strategy to deliver tangible value to our shareholders, while developing a portfolio that is both environmentally and socially responsible, ensuring the highest levels of confidence and traceability from the source of production all the way through to the end customer."  

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company announces the following:

Following Admission, the Company's issued share capital will comprise 4,467,474,743 ordinary shares of 0.01 pence, each carrying one voting right.

Therefore, the total number of voting rights in the Company will be 4,467,474,743. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Directors of All Star are responsible for the contents of this announcement. This announcement contains inside information for the purposes of UK Market Abuse Regulation.

Enquiries:

All Star Minerals Plc

Ian Harebottle

Interim CEO

Contact via Blytheweigh Financial PR and IR (details below)

AQSE Corporate Adviser:

Cairn Financial Advisers LLP

Liam Murray

020 7213 0880

Broker

SP Angel Corporate Finance LLP

Ewan Leggat / Charlie Bouverat

020 3470 0470

Blytheweigh Financial PR and IR

Tim Blythe and Megan Ray

020 7138 3204

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	a) Graham Mascall b) Ian Harebottle c) Richard Lloyd d) David Bourne
2	Reason for notification
a.	Position/Status	a) Chairman b) Interim CEO c) Non-Executive Director d) 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	All Star Minerals plc
b.	LEI	2138002UCKAEBPYWVT15
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 instrument, type of instrument Identification Code	Ordinary shares of 0.01 pence each ISIN: GB00B12T7004
b.	Nature of the transaction	Issue of shares
c.	Price(s) and volume(s)
	Price(s) per share	Volume(s)
a) 0.02p b) 0.02p c) 0.02p d) 0.02p	a) 55,000,000 b) 120,000,000 c) 45,000,000 d) 50,000,000
d.	Aggregated information - Aggregated Volume - Price	270,000,000 0.02p
e.	Date of the transaction	15 July 2021
f.	Place of the transaction	London
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	a) Graham Mascall b) Ian Harebottle c) Richard Lloyd d) David Bourne
2	Reason for notification
a.	Position/Status	a) Chairman b) Interim CEO c) Non-Executive Director d) 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	All Star Minerals plc
b.	LEI	2138002UCKAEBPYWVT15
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 instrument, type of instrument Identification Code	Warrants over new ordinary shares of 0.01 pence each ISIN: GB00B12T7004
b.	Nature of the transaction	Grant of warrants
c.	Price(s) and volume(s)
	Price(s) per share	Volume(s)
a) 0.04p b) 0.04p c) 0.04p d) 0.04p	a) 27,500,000 b) 60,000,000 c) 22,500,000 d) 25,000,000
d.	Aggregated information - Aggregated Volume - Price	135,000,000 0.04p
e.	Date of the transaction	15 July 2021
f.	Place of the transaction	London
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Ian Harebottle
2	Reason for notification
a.	Position/Status	Interim CEO
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	All Star Minerals plc
b.	LEI	2138002UCKAEBPYWVT15
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 instrument, type of instrument Identification Code	Ordinary shares of 0.01 pence each ISIN: GB00B12T7004
b.	Nature of the transaction	Subscription of shares
c.	Price(s) and volume(s)
	Price(s) per share	Volume(s)
0.02p	30,000,000
d.	Aggregated information - Aggregated Volume - Price	N/A
e.	Date of the transaction	15 July 2021
f.	Place of the transaction	London

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