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INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR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, RECOMMENDATION, 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 AMENDED. 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, type of instrument:Identification
code: |
Ordinary shares of 1 pence
each
GB0000320472 |
b) |
Nature of the
transaction: |
-
Subscription for ordinary
shares
-
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
volume:Price: |
N/A |
e) |
Date of the
transaction: |
-
25 July
2023
-
25 July
2023
|
f) |
Place of the
transaction: |
-
Outside a trading
venue
-
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.
- 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.