Convertible Note Update


Armadale Capital Plc / Index: AIM / Epic: ACP / Sector: Investment Company

13 July 2017

Armadale Capital Plc (‘Armadale’ or ‘the Company’)

Convertible Note Update

Armadale, the AIM quoted investment company focused on natural resource projects in Africa, announces changes to its outstanding unsecured convertible notes (the ‘Loan Notes’), which were issued by the Company in connection with the acquisition of Graphite Advancement Pty Ltd (see RNS dated 11 July 2016) totalling £450,000.

  • Holders of the Loan Notes totalling £371,388 nominal have agreed to extend the date of maturity by 12 months to 26 June 2018 (the ‘Extension’)
  • Holders of the Loan Notes totalling £78,612 nominal, plus accrued interest for the year payable at 10%, are being converted into new Ordinary Shares in the Company at a deemed price of 2p per Ordinary Share in accordance with the terms of the loan note instrument (the ‘Conversion’)

The Conversion gives rise to the issue of 4,343,724 new Ordinary Shares (the ‘Conversion Shares’). Application has been made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM (‘Admission’). The Conversion Shares will, when issued, rank pari passu in all respects with the Company's existing Ordinary Shares. It is expected that Admission will become effective, and dealings in the new Ordinary Shares will commence, at 8.00 a.m. on 17 July 2017.

Following Admission, the Company will have 242,640,034 Ordinary Shares in issue. The Company has no shares in treasury, therefore the figure of 242,640,034 should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Related Party Transaction

Kabunga Holdings Pty Ltd (‘Kabunga’) is entering into the Extension in respect of Loan Notes totalling £197,560 nominal. Kabunga is considered a related party transaction under the AIM Rules for Companies on the basis that Kabunga Holdings Pty Ltd, a substantial shareholder in the Company.

The directors of the Company (being Nicholas Johansen and Steve Mahede) consider, having consulted with finnCap Ltd, that the terms of the Extension are fair and reasonable insofar as independent shareholders of the Company are concerned.


For further information please visit or contact:

Armadale Capital Plc

Nick Johansen

+44 20 7236 1177
Nomad and broker: finnCap Ltd

Christopher Raggett / Simon Hicks

+44 20 7220 0500
Joint Broker: Beaufort Securities Limited

Jon Belliss

+44 20 7382 8300
Press Relations: St Brides Partners Ltd

Susie Geliher / Charlotte Page

+44 20 7236 1177


Armadale Capital Plc is focused on investing in and developing a portfolio of investments, targeting the natural resources and/or infrastructure sectors in Africa. The Company, led by a team with operational experience and a strong track record in Africa, has a strategy of identifying high growth businesses where it can take an active role in their advancement.

The Company owns the Mahenge Liandu graphite project in south-east Tanzania, which is now its main focus. The Project is located in a highly prospective region with a high-grade JORC compliant inferred mineral resource estimate of 40.9Mt @ 9.41% TGC. At least 32Mt of this resource has an average grade of 10.47% TGC, one of the largest high-grade resources in Tanzania, and work to date has demonstrated Mahenge Liandu’s potential as a commercially viable deposit with significant tonnage, high-grade coarse flake and near surface mineralisation (implying a low strip ratio) contained within one contiguous ore body.

Other assets Armadale has an interest in includes the Mpokoto Gold project in the Democratic Republic of Congo and a portfolio of quoted investments.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Short Name: Armadale Capital Plc
Category Code: MSCU
Sequence Number: 587784
Time of Receipt (offset from UTC): 20170713T115125+0100


Armadale Capital Plc


Armadale Capital Plc