TIDMAYM
RNS Number : 7427L
Anglesey Mining PLC
17 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN .
17 May 2022
Anglesey Mining Plc
("Anglesey Mining", "Anglesey", the "Company" or the "Group")
(AIM:AYM)
Result of Placing and Subscription
Appointment of Joint Broker
Anglesey Mining Plc (AIM:AYM) is pleased to announce that,
further to its announcement of 5.15 p.m. (London time) on 16 May
2022, it has successfully completed and closed the Placing and
Subscription.
The Placing and Subscription has raised, in aggregate, gross
proceeds of GBP864,416. The Placing comprises the placing of
22,829,705 Ordinary Shares (the "Placing Shares") with certain
institutional and other investors at a price of 3.4 pence per share
(the "Issue Price"), thereby raising GBP776,210 gross proceeds.
Concurrent with the Placing, certain Directors of the Company have
agreed to subscribe for an additional 2,594,284 New Ordinary Shares
("Subscription Shares") at the Issue Price, thereby raising further
gross proceeds of GBP88,206.
In aggregate, therefore, 25,423,989 New Ordinary Shares will be
issued pursuant to the Fundraising and a further 6,681,000 New
Ordinary Shares (the Capitalisation Shares") will be issued to Juno
Limited pursuant to the Juno Debt Restructuring .
The Fundraising is conditional only on Admission.
The net proceeds of the Placing and Subscription will be applied
to advancing the Parys Mountain Cu-Zn-Pb-Ag-Au project through
additional technical activities, restructuring the Company's
working capital facility with Juno Limited and for general working
capital purposes.
Appointment of Joint Broker
The Company also confirms today that it has appointed WH Ireland
Limited as its joint broker with immediate effect.
Director Participation
Directors John Kearney and Jo Battershill participated in the
Subscription as set out below.
Name Amount subscribed Holding Number of Ordinary % of Ordinary
in Subscriptions of Existing Shares held post Share Capital
Ordinary Admission of held post Admission
Shares the Placing Shares of the Placing
Shares
John Kearney 1,297,142 - 1,297,142 0.5
------------------ ------------- -------------------- ---------------------
Jo Battershill 1,297,142 2,087,688 3,384,830 1.2
------------------ ------------- -------------------- ---------------------
Each of John Kearney and Jo Battershill participated on the same
terms as all other placees.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
New Ordinary Shares commence on AIM at 8.00 a.m. on 20 May 2022 (or
such later date as may be agreed between the Company and the
Bookrunners, but no later than 24 June 2022).
The New Ordinary Shares will be issued fully paid and will rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 280,175,721 with voting
rights (assuming issue of the Placing Shares, the Subscription
Shares and, the Capitalisation Shares). This figure may 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 to their interest in, the Company's share capital pursuant
to (i) the Company's Articles, (ii) the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and/or (iii)
the AIM Rules for Companies issued by the London Stock Exchange plc
as amended from time to time.
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings ascribed to such terms in the
Company's announcement made at 5.15 p.m. on 16 May 2022 , unless
the context requires otherwise.
Jo Battershill, CEO, comments: "The completion of the placement
and renegotiation of the Juno working capital facility is an
important milestone for of Anglesey Mining. We are very pleased to
welcome new investors onto the register and see the strong demand
as recognition of the potential quality of the asset base. The
placing will provide funds to generate strong news flow and
potentially substantial value creation for Anglesey's
shareholders.
"The additional funding for Parys Mountain will enable
management to commence important infill drilling of the Northern
Copper Zone - an area of significant interest and potential
resource upside - confirmatory metallurgical testwork, tailings
storage design work and the environmental and permitting
activities.
"We are also very pleased to have renegotiated the working
capital facility with our largest shareholder, Juno. The partial
conversion of debt for equity by way of direct subscription
alongside the Placing demonstrates the ongoing support for which
are very thankful."
For further information on the Company, please visit
www.angleseymining.co.uk or contact:
Enquiries:
Anglesey Mining Plc www.angleseymining.co.uk
John Kearney Tel: +1 416 362 6686
Jo Battershill, Chief Executive Tel: +44 (0) 7540 366000
Davy (Nominated Adviser & Joint Broker)
John Frain Tel: +353 1 679 6363
Lauren O'Sullivan
WH Ireland Limited (Joint Broker & Joint Bookrunner)
Harry Ansell Tel: +44 (0) 207 220 1666
Katy Mitchell
Canaccord Genuity Limited (Joint Broker & Joint
Bookrunner)
James Asensio Tel: +44 (0) 20 7523 8000
Harry Rees
Scout Advisory Limited (Investor Relations)
Sean Wade Tel: +44 (0) 7464 609025
About Anglesey Mining Plc
Anglesey Mining is traded on the AIM market of the London Stock
Exchange and currently has 248,070,732 ordinary shares in
issue.
Anglesey Mining is developing its 100% owned Parys Mountain
Cu-Zn-Pb-Ag-Au deposit in North Wales, UK with a 2020 reported
resource of 5.2 million tonnes at 4.3% combined base metals in the
Indicated category and 11.7 million tonnes at 2.8% combined base
metals in the Inferred category.
Anglesey holds an almost 20% interest in the Grangesberg Iron
project in Sweden, together with management rights and a right of
first refusal to increase its interest to 70%. Anglesey also holds
12% of Labrador Iron Mines Holdings Limited, which through its 52%
owned subsidiaries, is engaged in the exploration and development
of direct shipping iron ore deposits in Labrador and Quebec.
Notification And Public Disclosure Of Transactions By Persons
Discharging Managerial Responsibilities And Persons Closely
Associated With Them
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: John Kearney
------------------------------------------- --------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Chairman
------------------------------------------- --------------------------
b) Initial notification/Amendment: Initial notification
------------------------------------------- --------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Anglesey Mining Plc
------------------------------------------- --------------------------
b) LEI: 213800X8BO8EK2B4HQ71
------------------------------------------- --------------------------
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, Ordinary shares of 1
type of instrument: pence each
Identification code:
GB0000320472
------------------------------------------- --------------------------
b) Nature of the transaction: Purchase of ordinary
shares
------------------------------------------- --------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
3.4 pence 1,297,142
----------
------------------------------------------- --------------------------
d) Aggregated information: Price(s) Volume(s)
Aggregated volume: 3.4 pence 1,297,142
Price: ----------
------------------------------------------- --------------------------
e) Date of the transaction: 17 May 2022
------------------------------------------- --------------------------
f) Place of the transaction: AIM
------------------------------------------- --------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Jo Battershill
------------------------------------------- --------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Chief Executive Officer
------------------------------------------- --------------------------
b) Initial notification/Amendment: Initial notification
------------------------------------------- --------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Anglesey Mining Plc
------------------------------------------- --------------------------
b) LEI: 213800X8BO8EK2B4HQ71
------------------------------------------- --------------------------
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, Ordinary shares of 1
type of instrument: pence each
Identification code:
GB0000320472
------------------------------------------- --------------------------
b) Nature of the transaction: Purchase of ordinary
shares
------------------------------------------- --------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
3.4pence 1,297,142
----------
------------------------------------------- --------------------------
d) Aggregated information: Price(s) Volume(s)
Aggregated volume: 3.4 pence 1,297,142
Price: ----------
------------------------------------------- --------------------------
e) Date of the transaction: 17 May 2022
------------------------------------------- --------------------------
f) Place of the transaction: AIM
------------------------------------------- --------------------------
IMPORTANT INFORMATION
The distribution of this announcement, including its Appendix
(together, the "Announcement") and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or either of the Joint Bookrunners
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe
such restrictions. In particular, the Announcement is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa, New Zealand or any
other jurisdiction in which publication, release or distribution
would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for shares in
the capital of the Company in the United States, Australia, Canada,
Japan, South Africa, New Zealand or any other state or
jurisdiction. This Announcement has not been approved by the London
Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been
approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, South Africa or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan, the Republic of South
Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (Regulation (EU) 2017/1129) ("Prospectus
Regulation") or the Prospectus Regulation as it forms part of
domestic UK law pursuant to the EUWA ("UK Prospectus Regulation")
and other enacting measures (as the case may be) from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation or UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors (as defined in Article
2(E) of the Prospectus Regulation); and (b) in the United Kingdom,
Qualified Investors who are persons who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: ability to find appropriate
investments in which to invest and to realise investments held by
the Group; conditions in the public markets; the market position of
the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; changes in political or tax
regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules or other
applicable legislation or regulation, neither the Company nor any
of the Joint Bookrunners undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement or incorporated by reference
into this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company.
This Announcement contains information regarding the Company's
business and the markets in which it operates and competes, which
the Company has obtained from various third party sources. Where
information has been sourced from a third party it has been
accurately reproduced and, so far as the Company is aware and is
able to ascertain from the information published by that third
party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Such information has not been
audited or independently verified.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by wither
of the Joint Bookrunners or by any of their respective affiliates
or agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
J&E Davy ("Davy"), which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting as nominated
adviser to the Company and no one else in connection with the
matters described in this Announcement and will not be responsible
to any person for providing the protections afforded to customers
of Davy or for advising any other person in connection with any
matter referred to herein. The responsibilities of Davy as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is a
member of the London Stock Exchange, is authorised and regulated in
the United Kingdom by the Financial Conduct Authority and is acting
as joint broker and joint bookrunner in connection with the
Placing. WH Ireland Limited ("WH Ireland") which is a member of the
London Stock Exchange, is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting as joint
broker and bookrunner in connection with the Placing. Each of
Canaccord Genuity and WH Ireland are acting exclusively for the
Company in connection with the matters referred to in this
Announcement and for no-one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing any advice
in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective subscribers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROISFASIWEESEDI
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May 17, 2022 02:01 ET (06:01 GMT)
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