Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
25 June 2019
Strategic Minerals plc
("Strategic Minerals", "SML" or the "Company")
£890,000 Equity Fundraising
Strategic Minerals plc (AIM: SML; USOTC: SMCDY), a producing mineral company actively developing projects prospective for battery materials, announces that the Company has raised £890,000 before expenses by way of a placing and subscription of 63,571,425 new ordinary shares of 0.1p each in the Company ("New Ordinary Shares") at a price of 1.4p per share (the "Placing").
The proceeds of the Placing will be used primarily to facilitate the closing of the purchase of the balance of shares in Cornwall Resources Limited ("CRL") as well as to provide working capital for the Leigh Creek Copper Mine project. The Placing is conditional on admission of the New Ordinary Shares to trading on AIM ("Admission").
· Placing supported by the Company's largest existing shareholder, the Manners family
· Participation by three directors, two employees and a consultant
· Required to allow intended reorganisation of funding for the CRL acquisition
The proceeds of the Placing are primarily intended to partially fund the settlement of the CRL transaction, which the Company intends settling on 27th June, albeit with alternate funding arrangements currently being finalised.
Placing proceeds will also be used to provide working capital for the Leigh Creek Copper Mine project, which is expected to deliver significant cashflow following the full restart of production, expected in the first quarter of 2020.
Management still considers that payment of US$4,065,000, owed to the Company by the major Cobre client, is imminent and could be received at any time.
Alan Broome, Chairman of Strategic Minerals, commented:
"This modest placing has been undertaken as we await the anticipated receipt of over US$4 million from the Cobre client. SML appreciates the continued backing of our largest shareholder, as well as from another large, existing investor. The remaining participants in the Placing consisted of the Board and the wider SML team.
"The Board considers all participants to the fund raise are likely to be long term shareholders cognisant of the expected future value of the Company.
"We remain in close contact with our Cobre client and believe payment may occur at any time. However, we are carefully preparing to progress a claim for substantial potential lost profits, should payment not be forthcoming in the near future."
Directors' Participation in the Placing
Three of the directors subscribed for shares as follows:
New Ordinary Shares being subscribed
Shareholding following Admission
% holding following Admission
Related Party Transaction
As directors, John Peters, Peter Wale and Jeff Harrison are related parties to the Company, as defined in the AIM Rules for Companies, their subscriptions in the Placing are therefore deemed to be related party transactions for the purposes of Rule 13 of the AIM Rules.
Alan Broome, who is not participating in the Placing, is an independent director for these purposes and considers, having consulted with the Company's Nominated Adviser, that the terms and conditions of the Directors' subscriptions are fair and reasonable insofar as the all shareholders of the Company are concerned.
Application for Admission
Application has been made for these 63,571,425 New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will take place and that trading will commence on AIM at 8:00 a.m. on 28 June 2019. Once issued, the New Ordinary Shares will rank pari passu with the Company's existing ordinary shares.
Total Voting Rights
Following Admission, the enlarged issued share capital of the Company will comprise 1,467,631,282 Ordinary Shares of 0.1 pence each. The Company does not hold any ordinary shares in treasury. Consequently, 1,467,631,282 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Strategic Minerals plc is an AIM-quoted, operating minerals company actively developing projects prospective for battery materials. It has an operation in the United States of America and Australia along with development projects in the UK and Australia. The Company is focused on utilising its operating cash flows, along with capital raisings, to develop high quality projects aimed at supplying the metals and minerals being sought in the burgeoning electric vehicle/battery market.
In September 2011, Strategic Minerals acquired the distribution rights to the Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating asset, which it brought into production in 2012 and which continues to provide a revenue stream for the Company. This operating revenue stream is utilised to cover company overheads and invest in development projects orientated to supplying the burgeoning electric vehicle/battery market.
In January 2016, the portfolio was expanded with the acquisition of shares in Central Australian Rare Earths Pty Ltd, which holds tenements in Western Australia prospective for cobalt, nickel sulphides and rare earth elements. The Company has since acquired all shares in Central Australian Rare Earths Pty Ltd. In September 2018, the Company entered contracts for the sale of certain CARE tenements identified as gold targets.
In May 2016, the Company entered into an agreement with New Age Exploration Limited and, in February 2017, acquired 50% of the Redmoor Tin/Tungsten project in Cornwall, UK. The bulk of the funds from the Company's investment were utilised to complete a drilling programme that year. The drilling programme resulted in a significant upgrade of the resource. This was followed in 2018 with a 12-hole 2018 drilling programme has now been completed and the resource update that resulted was announced in February 2019.
In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia and brought the project into production in April 2019.
The Company, in March 2019, entered into arrangements to acquire the balance of the Redmoor Tin/Tungsten project in Cornwall, UK which has now been scheduled for 27 June 2019.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
Details of the person discharging managerial responsibilities/person closely associated
Full name of person Dealing
i. John Peters
ii. Peter Wale
iii. Jeff Harrison
Reason for notification
i. Managing Director
ii. Executive Director
iii. Non-Executive Director
Initial notification/ Amendment
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Name of entity
Strategic Minerals Plc
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
Description of the financial instrument, type of instrument
Ordinary shares of 0.1 pence each in the Company
Nature of the transaction
Acquisition of ordinary shares
Price(s) and volume(s)
i. 1.4 pence
ii. 1.4 pence
iii. 1.4 pence
- Aggregated volume
Single transaction as in 4(d) above
i. 1.4 pence
ii. 1.4 pence
iii. 1.4 pence
Date of transaction
24 June 2019
Place of transaction
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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