Not for distribution, in whole or in part, directly or indirectly, to United States or Australian newswire services or dissemination in, into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia) or Australia or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
29 March 2019
Europa Metals Ltd
("Europa Metals", the "Company" or the "Group") (AIM/AltX: EUZ)
Equity Fundraising to raise £960,000, Issue of Warrants
and Appointment of Joint Broker
Europa Metals, the European lead-zinc explorer, is pleased to announce that it has raised, in aggregate, £960,000 (before expenses), through a placing of, and subscription for, in aggregate, 6,400,000,000 new ordinary shares of no par value each in the capital of the Company ("Ordinary Shares") at an issue price of 0.015 pence per share (the "Issue Price") (the "Fundraising"). The Fundraising comprises a placing of 6,200,000,000 new Ordinary Shares via the Company's joint broker, Turner Pope Investments (TPI) Limited ("Turner Pope"), as agent of the Company, and including Brandon Hill Capital Limited ("Brandon Hill"), which has invested in a principal capacity, and a subscription for a further 200,000,000 new Ordinary Shares, both at the Issue Price, with certain existing and new investors.
The Fundraising is conditional on admission of the new Ordinary Shares to trading on AIM ("Admission") and, following Admission, the new Ordinary Shares will represent, in aggregate, approximately 53.4 per cent. of the Company's enlarged issued share capital.
The new Ordinary Shares will be fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares. The Issue Price represents a discount of approximately 23.1 per cent. to yesterday's closing mid-market price on AIM of 0.0195 pence per Ordinary Share.
In addition, one warrant exercisable for a period of 3 years from Admission at a subscription price of 0.025p per Ordinary Share will be issued to all participants in the Fundraising for every two new Ordinary Shares subscribed (the "Fundraising Warrants"). Accordingly, 3,200,000,000 Fundraising Warrants will be issued pursuant to the Fundraising.
Use of Proceeds
The net proceeds from the Fundraising will be utilised towards funding the ongoing resource definition drilling work at the Company's 100 per cent. owned Toral lead-zinc-silver project in the Castilla y León region, Northwest Spain, as well as enabling the Company to undertake metallurgical test work from a new drilling campaign. This work will allow Europa Metals to determine the separation characteristics of metal concentrate products for the first time and aid pre-production marketing and advanced plant design. The net proceeds will also provide additional general working capital for the Group.
Colin Bird and Myles Campion, Non-Executive Chairman and Technical Director of the Company respectively, have both participated in the Fundraising. Mr Bird and Mr Campion have directly subscribed for 133,333,333 new Ordinary Shares and 66,666,666 new Ordinary Shares at the Issue Price respectively. In addition, Energy Minerals Investments Limited ("Energy Minerals"), of which Mr Campion is a director and substantial shareholder, has subscribed for 333,333,333 new Ordinary Shares. Accordingly, on Admission, the direct shareholdings of Mr Bird and Mr Campion in the Company will be as follows:
No. of Ordinary Shares held on Admission
Percentage interest in the Company on Admission
(1) Mr Bird is also indirectly interested in a further 130,499,858 ordinary shares via his directorship of African Pioneer Plc and directorship/shareholding in Davey Crest Nominees Limited, which will represent approximately 1.09 per cent. of the enlarged issued share capital on Admission.
(2) Mr Campion will be indirectly interested in a further 333,333,333 ordinary shares via his directorship/shareholding of Energy Minerals, which will represent approximately 2.78 per cent. of the enlarged issued share capital on Admission.
In addition, pursuant to their participations in the Fundraising, Mr Bird and Mr Campion will be issued with 66,666,666 Fundraising Warrants and 33,333,333 Fundraising Warrants respectively (together, the "Director Warrants") and Energy Minerals will be issued with 166,666,666 Fundraising Warrants (the "Energy Minerals Warrants").
Related Party Transactions
Mr Bird and Mr Campion are directors of the Company and the size of their respective participations in the Fundraising, including the issue of the Director Warrants, are considered to be related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Laurence Read, Daniel Smith and Evan Kirby, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the participations of Mr Bird and Mr Campion in the Fundraising, including the issue of the Director Warrants, to be fair and reasonable insofar as the Company's shareholders are concerned.
Energy Minerals is an associate of Mr Campion and the size of its participation in the Fundraising, including the issue of the Energy Minerals Warrants, is also considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.Accordingly, the independent directors, being Laurence Read, Daniel Smith and Evan Kirby, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the participation of Energy Minerals in the Fundraising, including the issue of the Energy Minerals Warrants, to be fair and reasonable insofar as the Company's shareholders are concerned.
Appointment of Joint Broker
The Company announces that Brandon Hill Capital has been appointed as its Joint Broker with immediate effect.
In addition, Turner Pope and Brandon Hill Capital have been issued with 300,000,000 warrants and 50,000,000 warrants respectively to subscribe for new Ordinary Shares at the Issue Price, exercisable for a period of three years from Admission.
Admission to trading
Application will be made to the London Stock Exchange for the admission of the new Ordinary Shares to trading on AIM and to the Johannesburg Stock Exchange for quotation of the new Ordinary Shares on AltX. It is expected that admission will become effective and dealings commence on or around 5 April 2019.
Following Admission, the total issued ordinary share capital of the Company will comprise 11,976,876,317 Ordinary Shares.
Commenting today, Laurence Read, Executive Director of Europa Metals, said:
"Today's fundraising allows Europa Metals to move its Toral project forward, with the planned commencement of a diamond drilling campaign into the high-grade core of Toral. The programme will allow the Company to increase its understanding of the high-grade lead, zinc and silver content at the centre of Toral in addition to obtaining fresh metallurgical samples which could then be used for pre-marketing of the Toral concentrate."
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
T: +44 (0)20 3621 4120
Brandon Hill Capital Limited (Joint Broker)
Jonathan Evans / Oliver Stansfield
T: +44 (0)20 3463 5000
Sasfin Capital Proprietary Limited (a member of the Sasfin group)
Sharon Owens T (direct): +27 11 809 7762
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 ("MAR").
This announcement is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in the United States of America or Australia or any jurisdiction in contravention of applicable law. The Company's securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or under the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, re-sold, delivered, distributed or otherwise transferred, directly or indirectly, in or into, the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
PDMR Notification Forms
The notifications below are made in accordance with the requirements of MAR.
Details of the persons discharging managerial responsibilities / person closely associated
1. Colin Bird
2. Myles Campion
1. Non-Executive Chairman
2. Technical Director
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Description of the financial instrument,type ofinstrument
Warrants over Ordinary Shares of no par value
ISIN for Ordinary Shares: AU0000014342
Issue of Warrants
Warrant Price (GBX)
0.025 pence per share
- Aggregated volume
Date of the transaction
29 March 2019
Place of the transaction
AIM, London Stock Exchange
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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Europa Metals Ltd's (LON:EUZ) Laurence Read chats to Proactive London's Andrew Scott following the news they've started mobilisation ahead of a diamond drilling campaign at the Toral project in north west Spain.
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