TIDMAYM
Anglesey Mining Plc (AIM:AYM) is pleased to announce that, further to its
announcement of 7 a.m. (London time) on 25 July 2023, it has successfully
completed and closed the Placing.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,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.
Anglesey Mining Plc
("Anglesey Mining", "Anglesey", the "Company" or the "Group") (AIM:AYM)
Result of Placing
Anglesey Mining Plc (AIM:AYM) is pleased to announce that, further to its
announcement of 7 a.m. (London time) on 25 July 2023, it has successfully
completed and closed the Placing.
The Placing raised, in aggregate, gross proceeds of £0.5m. The Placing comprises
the placing of 33,333,329 new Ordinary Shares (the "Placing Shares") with
certain institutional and other investors at a price of 1.5 pence per share (the
"Issue Price"), thereby raising £0.5m gross proceeds. The Placing Shares were
accompanied by one Investor Warrant, as detailed in the announcement of earlier
today.
The Fundraising is conditional only on Admission.
The net proceeds of the Placing will be applied to commence drilling of the
Northern Copper Zone at Parys Mountain, continuing to advance the permitting and
Environmental Impact and Social Assessment of Parys Mountain, commence baseline
studies for the Grängesberg Iron Ore Mine; and general working capital purposes.
Juno Participation
In accordance with the terms of the restructured working capital facility with
Juno Limited announced on 16 May 2022, Juno Limited converted further debt to
equity by way of a direct subscription of Subscription Shares alongside the
Placing capped at pro-rata ownership level. As a result of the announced Placing
and Subscription, the debt due to Juno will be reduced from £3,518,000 million
to £3,413,750 million. Juno Limited therefore subscribed for 6,949,999
Subscription Shares and received warrants over 3,474,999 new Ordinary Shares at
the same Placing Price and exercise price as the other Placees. Subsequent to
completion of the Placing and Subscription and assuming no exercise of its
Investor Warrants, Juno's shareholding in Anglesey is expected to be c.20.5% per
cent.
Related Party Transaction
As Juno is a substantial shareholder in the Company, this transaction is
considered to be a related party transaction under the AIM Rules for Companies.
The Directors of the Company, excluding Danesh Varma, having consulted with the
Company's Nominated Adviser, J&E Davy, consider that the terms of the
transaction are fair and reasonable insofar as shareholders are concerned.
Admission and Total Voting Rights
Application will be 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 31 July 2023 (or such later date as may be agreed between the Company and the
Bookrunner, but no later than 28 August 2023).
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 420,093,017 with voting rights. 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 7.00
am on 25 July 2023, unless the context requires otherwise.
Jo Battershill, CEO, comments: "The Board of Anglesey is very pleased to have
concluded this follow-on placement, which will provide additional balance sheet
strength to support the ongoing development activities at both Parys Mountain
and Grängesberg. The drilling of the Northern Copper Zone is expected to
commence in early September and has been designed to infill the upper levels
with the aim of converting inferred resources into the higher confidence
Indicated category. We look forward to updating the market on this programme as
it progresses. "
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)
Brian Garrahy
Tel: +353 1 679 6363
Daragh O'Reilly
WH Ireland Limited (Joint Broker & Joint Bookrunner)
Harry
Ansell
Tel: +44 (0) 207 220 1666
Katy Mitchell/Andrew de Andrade
About Anglesey Mining Plc
Anglesey Mining is traded on the AIM market of the London Stock Exchange.
Anglesey is developing its 100% owned Parys Mountain Cu-Zn-Pb-Ag-Au deposit in
North Wales, UK with a reported resource of 5.3 million tonnes at over 4.0%
combined base metals in the Measured and Indicated categories and 10.8 million
tonnes at over 2.5% combined base metals in the Inferred category.
Anglesey also holds an almost 50% interest in the Grängesberg Iron project in
Sweden, together with management rights and a right of first refusal to increase
its interest to 100%. 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: Juno Limited
2. Reason for the notification
a) Position/status: PCA of Non-Executive
Director Danesh Varma
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 pence
type of instrument:Identification code: each
GB0000320472
b) Nature of the transaction:
i. Subscription for
ordinary shares
ii. Grant of warrants to
subscribe for ordinary
shares
c) Price(s) and volume(s):
Price(s)
Volume(s)
i. 1.5 pence
i. 6,949,999
ii. 2.5 pence exercise
price ii. 3,474,999
d) Aggregated information:Aggregated N/A
volume:Price:
e) Date of the transaction:
i. 25 July 2023
ii. 25 July 2023
f) Place of the transaction:
i. Outside a trading venue
ii. Outside a trading venue
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.
i. 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.
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. WH Ireland is 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 its 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.
This information was brought to you by Cision http://news.cision.com
END
(END) Dow Jones Newswires
July 25, 2023 07:45 ET (11:45 GMT)
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