TIDMEUZ
RNS Number : 3437Q
Europa Metals Ltd
26 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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, CANADA,
AUSTRALIA, NEW ZEALAND OR JAPAN 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 EUROPA METALS LTD 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 .
26 October 2021
Europa Metals Ltd
("Europa Metals", the "Company" or the "Group") (AIM, AltX:
EUZ)
Result of Fundraising
Europa Metals, the European focused lead, zinc and silver
developer announces that, further to its announcement of 7.00 a.m.
(London time) today, it has successfully completed and closed the
Fundraising (a portion of which is conditional on Shareholder
approval, as set out below).
The Fundraising has raised, in aggregate, gross proceeds of
GBP1.5 million through the placing of 19,527,920 Placing Shares to
certain institutional and other investors and a subscription by
certain other investors directly with the Company of a further
10,472,080 Subscription Shares in each case at a price of 5 pence
per share (ZAR1.01).
The Fundraising is being conducted in two tranches with the
initial tranche of new Ordinary Shares being issued under the
Company's pre-existing share capital authorities and the second
tranche subject to shareholder approval at the Company's
forthcoming 2021 Annual General Meeting. The two tranches (subject
to passing of the requisite Resolutions in respect of the second
tranche) are being issued to subscribers to the Fundraising on a
pro rata basis.
The net proceeds of the Fundraising will be utilised to progress
the Company's refocused corporate and operational strategy and
applied towards:
-- Pursuing and assessing appropriate additional projects and
potential transaction opportunities : to support the Group's
corporate and strategic development as the Board seeks to create
shareholder value, via:
o Seeking a partial sale/earn-in/JV or similar third party
agreement for the Toral Project;
o Potential acquisitions with near term production/revenue or
value realisation point; or
o Potential low cost project acquisitions prospective in high
demand commodities such as copper, lithium, gold, iron or nickel in
regions including Europe, Australia, North America and select parts
of Asia, Africa and South America;
-- To further progress and de-risk the Toral Project : initially
pursuing further g eotechnical drilling to assess key areas for
future plant location and potential tailings storage facilities and
to compliment metallurgical and waste analysis work (impacting
future early years production profile) and ongoing environmental
impact assessment;
-- Optional deployment : to be used at the Board's discretion on
the assessment of potential acquisitions for corporate development
or further work including metallurgy and associated Toral Project
studies; and
-- General working capital : it is anticipated that the net
proceeds of the Fundraising will provide approximately 12 months of
additional working capital for the Group excluding any expenditure
in respect of potential transaction opportunities.
As noted above, the Fundraising comprises a placing and
subscription of new Ordinary Shares to be effected in two tranches.
Accordingly, the Company will issue 24,565,324 new Ordinary Shares
(the "First Fundraising Shares"), to raise gross proceeds of
approximately GBP1.23 million, to participants in the Placing and
Subscription under the Company's pre-existing share capital
authorities to allot equity securities granted at the Company's
annual general meeting held on 30 November 2020.
The Company intends to issue a further 5,434,676 new Ordinary
Shares (the "Second Fundraising Shares"), to raise gross proceeds
of approximately a further GBP270,000. The issue of the Second
Fundraising Shares is conditional, inter alia, upon the approval of
Shareholders at the Company's 2021 Annual General Meeting proposed
to be held on or around 30 November 2021, formal notice of which
will be notified to shareholders shortly. Subject to Shareholder
approval, the Second Fundraising Shares are expected to be admitted
to trading on AIM on or around 1 December 2021.
First Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the 24,565,324 First Fundraising Shares to trading on
AIM and to the Johannesburg Stock Exchange for quotation on AltX.
It is expected that admission will become effective and dealings in
the First Fundraising Shares commence on AIM at 8.00 a.m. on 1
November 2021 (or such later date as may be agreed between the
Company and the Bookrunner, but no later than 29 January 2022).
Following First Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 73,695,973 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 the Company's
Constitution.
Second Admission and Total Voting Rights
Second Admission, comprising the Second Fundraising Shares,
being 5,434,676 new Ordinary Shares, is conditional upon, amongst
other things, the passing of the Resolutions at the Company's
forthcoming 2021 Annual General Meeting.
Application will be made to the London Stock Exchange for
admission of the 5,434,676 Second Fundraising Shares to trading on
AIM and to the Johannesburg Stock Exchange for quotation on AltX.
It is expected that admission will become effective and dealings in
the Second Fundraising Shares commence on AIM at 8.00 a.m. on or
around 1 December 2021 (or such later date as may be agreed between
the Company and the Bookrunner, but no later than 29 January
2022).
Following Second Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 79,130,649 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 the Company's
Constitution.
The Fundraising Shares will be issued fully paid and will rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Notice of 2021 Annual General Meeting
The Company will make a further announcement in due course with
respect to the publication of the formal notice of its 2021 Annual
General Meeting with regards to seeking Shareholder approval for,
inter alia, the proposed issue of the Second Fundraising Shares and
replenishment of the Company's share capital authorities. Once
posted, the Notice will also be made available on the Company's
website at: www.europametals.com.
Related Party Transaction
Pursuant to the abovementioned Fundraising, Deutsche Balaton
Aktiengesellshaft ("DBA") is investing GBP328,604, via the
Subscription, for 6,572,080 new Ordinary Shares. DBA is currently
an existing substantial shareholder of the Company and,
accordingly, is considered to be a related party under the AIM
Rules for Companies (the "AIM Rules"). The participation of DBA in
the Fundraising is therefore deemed to constitute a related party
transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the
independent Directors of Europa Metals, being Myles Campion,
Laurence Read, Daniel Smith and Evan Kirby consider, having
consulted with Strand Hanson Limited, the Company's Nominated
Adviser, that the terms of DBA's participation in the Fundraising
are fair and reasonable insofar as the Company's Shareholders are
concerned.
Laurence Read, CEO of Europa Metals, commented :
"Today's GBP1.5m (gross) Fundraising introduces new investors to
Europa Metal's shareholder register, a number of which have
experience within the natural resources sector. With the support of
the Company's Shareholders, our refocused strategy going forwards
is to seek to generate value via a potential transaction(s) to
augment our asset portfolio whilst continuing to further de-risk
and progress our Toral Project. We believe today's Fundraising
provides a stable platform for Europa Metals as we seek to build on
our operational success over the course of the last twelve months
.
"The Board will seek to secure and take advantage of attractive
opportunities in what is currently a very exciting resources
market. With our existing Toral lead, zinc and silver project
already significantly progressed, we possess 100% of an excellent,
high margin asset, located in the EU and governed by relevant world
class ESG regulations, that, subject to funding, can be fast
tracked into potential future production. With increasing interest
in zinc as a next generation battery metal we plan to assess and
potentially introduce other, value accretive project opportunities
into the Company's portfolio with a view to replicating our model
of cost effectively and efficiently advancing such projects along
the value chain."
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 a.m. on 26 October 2021, unless
the context requires otherwise.
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary
(Australia)
T: +61 417 978 955
Laurence Read, CEO (UK)
T: +44 (0)20 3289 9923
Linkedin: Europa Metals ltd
Twitter: @ltdeuropa
Vox: Europametals
WH Ireland Limited (Joint Broker and Bookrunner)
Harry Ansell/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker/James Pope
T: +44 (0)20 3657 0050
Sasfin Capital Proprietary Limited (a member of the Sasfin
group)
Sharon Owens
T (direct): +27 11 809 7762
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END
MSCPPGPCUUPGGQQ
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October 26, 2021 12:43 ET (16:43 GMT)
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