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conversion has been made, but issuance and delivery of the shares is pending,
and hence the share capital increase pertaining to the conversion has not yet
been made. The number of new shares to be delivered to EHGO upon registration of
the new share capital will accordingly not be included in the number of shares
entitled to attend and vote at the annual general meeting in Element on 28 June
2019.
The correction to the announcement is set out below:
Reference is made to the announcements disclosed on 10 June 2018 and 22 February
2019 and the details provided therein.
European High Growth Opportunities Securitization Fund represented by European
High Growth Opportunities Securitization Fund Manco SA (“EHGO”) has on 26 June
2019 converted a total of 8,100,000 convertible notes to 3,115,384 shares in
Element.
After receipt of the shares from conversion EHGO will hold (i) 3,985,348 shares
in Element (including 287,500 shares which are borrowed, refer to the below),
equal to 30.96% of the new share capital (the “New Share Capital”)*, (ii)
500,000 convertible notes convertible into 192,308 shares in Element (as at
today’s conversion price, but adjustable if the conversion price is adjusted at
the time of conversion), equal to 1.49% of the New Share Capital and (iii)
884,058 warrants giving the right to 884,058 shares in Element, equal to 6.87%
of the New Share Capital.
Furthermore, EHGO has an obligation to redeliver 287,500 borrowed shares in
Element pursuant to loan agreements with Legacy Hill Resources Ltd and Element,
as disclosed on 18 March 2019.
Following the transaction, EHGO’s total holding of shares and rights to shares
(through warrants to shares) will upon receipt of the new shares make up 39.32%
of the New Share Capital.
EHGO is a fund managed by Alpha Blue Ocean Inc. (“ABO”). ABO owns 309,368
warrants in Element giving the right to 309,368 New Shares in Element, equal to
2.40% of the New Share Capital.
ABO’s total holding of shares and rights to shares (based on convertible notes,
warrants and borrowed shares) on a consolidated basis, will upon receipt of the
new shares make up 5,371,080 shares and votes, equal to 41.73% of the Share
Capital.
*The calculations above are based on the new share capital following conversion
of notes by EHGO on 26 June 2019.
The disclosure regulation (flaggereglene) requires that the disclosure
thresholds regarding rights to shares (i.e. notes and warrants) are calculated
on the basis of the registered share capital of the issuer at the time of
disclosure and do not give the correct view taking into account the situation at
the time of conversion/exercise of rights to shares. On a fully diluted basis,
taking into account all share issuances pursuant to convertible bonds and
warrants, ABO’s consolidated holding of shares and rights to shares will amount
to 41.21% of the Share Capital of Element.
**
About Alpha Blue Ocean Inc.
Alpha Blue Ocean Inc. is an international business company incorporated under
the laws of the Republic of Seychelles, represented by Mr. Pierre Vannineuse.
Mr. Pierre Vannineuse is the sole shareholder and sole Director of Alpha Blue
Ocean Inc. Alpha Blue Ocean Inc. is a member of the Blue Ocean Investment Group.
Alpha Blue Ocean Inc. was created by Pierre Vannineuse and manages an asset
portfolio of around 300 million dollars for a group of funds. Blue Ocean
specializes in providing flexible, innovating and non-invasive debt and capital
financing arrangements to listed companies throughout the world and in various
sectors such as healthcare, energy, mining and high tech. Alpha Blue Ocean Inc.
has offices in London and Geneva.
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