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#BRES Blencowe Resources – SHAREHOLDER QUESTION & ANSWERS
The Orom-Cross Graphite Project – Asset, Development Strategy and Value
Responses to Shareholder Questions Following Recent Funding
Blencowe Resources Plc (LSE: BRES), the London listed graphite company advancing the 100% owned Orom-Cross Graphite Project in Uganda (‘Orom-Cross’ or the ‘Project’), is pleased to provide a Questions and Answers (“Q&A”) session. This follows the recent £1.6 million capital raise to fund the completion of the Project’s Definitive Feasibility Study (‘DFS’), in which senior management invested £500,000.
Why is Orom-Cross considered a standout project?
Orom-Cross with an estimated 2-3 billion tonnes of graphite, of which most is near surface, is one of the largest deposits globally. Importantly, 75% of the in-situ material is jumbo or large flake placing it at the high value end of the market. The JORC Standard Resource/Reserve is currently 24.5Mt at 6.0% Total Carbon (‘TC’) based on only approximately 2% of the total deposit drilled to date, which means further drilling can be conducted at any future point to continue to increment the resource size.
Blencowe owns 100% of the Project and has a 21-year mining license in hand as well as all the necessary permits, approvals and community agreements to bring Orom-Cross into production. The Project has already attracted a US$5 million grant from the US Government via the Development Finance Corporation (“DFC”) to assist with the DFS costs. Uganda is a stable jurisdiction with attractive tax incentives and strong Government support for a long term mining projects.
Graphite demand is forecast to accelerate over the next decade in response to its non-replaceable role within lithium-ion batteries that are used to store renewable energy, and Orom-Cross will play a key role in fulfilling that demand ahead.
What work has Blencowe done over the past five years to highlight the quality of the Orom-Cross Project?
Blencowe has invested substantial funds to date in the development of Orom-Cross and has conducted multiple geological exploration programmes, technical evaluation and economic studies, which all consistently highlight the quality of the Project. Over 6,000 metres of drilling has been completed in two phases with a further programme now underway.
Significant metallurgical test work has confirmed the very high quality of the end products, both as concentrates and as more purified graphite. Over the past 15 months Blencowe has conducted bulk sample testing of all products within commercial scale facilities in China (first using 100 tonnes raw material from Orom-Cross and then 600 tonnes), to become pre-qualified and to provide substantial samples of end products to OEMs. This is a critical step to obtaining offtake agreements and successful bulk scale testing has allowed the Company to now transition to MOUs and Sale Agreements.
A Scoping Study and Pre-Feasibility Study (“PFS”) have both been completed with the PFS indicating a low cost, high margin, long life mining operation delivering a US$482 million NPV over an initial 14 years’ life of mine. A DFS is now being completed with the financial matrix expected to improve further when finalised in Q2 2025.
How does Orom-Cross differentiate from other graphite peers?
Orom-Cross has some of the lowest projected operating costs in the sector combined with extremely low capital costs for an operational start-up. When combined these key factors are a rarity in the graphite market. The Project already has all major infrastructure in place including roads, rail, (hydro-electric) power off the national grid, water and communications, which together lower the capital cost significantly. If you overlay the high quality of end products produced this adds yet another layer of differentiation.
The world is transitioning from fossil fuels to renewables which requires lithium-Ion, sodium and vanadium redox batteries to store energy produced, and graphite is a non-replaceable input to all of these. This means that graphite demand is set to soar with predictions between 2-3 times current levels by 2030.
Very few graphite projects have all the key factors highlighted above and missing any one of low operating costs, low capital costs or high purity of end products can be a showstopper. As a result, most peer projects will be unable to transition into sustainable, cost-efficient and profitable production. Orom-Cross has all these essential requirements and can become one of only a select few graphite producers worldwide with the ability to supply graphite into this accelerated demand.
What is different about Blencowe’s strategy that sets it apart from other graphite companies?
Blencowe does not believe that selling graphite concentrate-only is sufficient to provide the returns necessary to fund a project into production and/or deliver long term commercial success. There is a need to include value-adding products such as downstream processing where graphite is further purified, and where returns can be maximised.
Blencowe has successfully formed an alliance with a world-leading spheronised, purified graphite (“SPG”) producer to build and operate an SPG facility in Uganda within a Joint Venture, to deliver upgraded 99.95% SPG. As one of the first operations of this kind in the world outside of China, this proposed facility already has huge interest from OEMs who want to de-risk their purchase of purified graphite solely coming from China. This SPG facility will become an offtaker for life for approximately half of Orom-Cross’s output as concentrate and will be located near to the mine, thus substantially reducing the transport cost of moving lower value concentrate all the way to the end user as previously anticipated.
On top of requiring an experienced partner to succeed, this SPG facility requires abundant low cost power as it is highly energy intensive, and Uganda provides that; hence another advantage to locate this facility in-country.
Furthermore, Blencowe will benefit from half of the profits within the SPG facility as a Joint Venture partner, providing dramatically improved returns for investors.
This strategy sets Blencowe apart as it will deliver higher value products and greater returns, and it provides differentiation from other graphite peers who would struggle to replicate this elsewhere.
What key relationships does Blencowe have that sets apart Orom-Cross from other market participants?
Blencowe received a US$5 million technical assistance grant from the US Government in September 2023 via its private sector funding arm, the Development Finance Corporation (“DFC”), to assist with the DFS costs. Blencowe is the first pre-production graphite company in the world to receive such support and the credibility DFC provides through its participation is enormous.
Looking ahead DFC has first rights to provide the debt funding for Orom-Cross project implementation and Blencowe is confident that DFC will become its cornerstone funding partner for production. Recently DFC announced they were providing a +US$150 million funding facility for Syrah Resources (graphite peer located in Mozambique) which underlines DFC’s ongoing commitment to support the graphite sector.
In September Blencowe was awarded full accreditation by the Minerals Security Partnership, an influential, high level, quasi-Government body that seeks to overcome dependence on China for all critical minerals via tangible MSP support programmes. This is a rare and very prestigious award and it highlights the value of Orom-Cross and its potential role in the global energy transition ahead.
As noted in the previous question, Blencowe has created an alliance with one of the largest and most experienced SPG producers in the world to produce purified graphite within Uganda. Yet another example of a unique relationship that underpins the Project’s investment thesis.
What is the funding status of the DFS and how does Blencowe see Orom-Cross being funded into production?
The DFS strategy has been optimised to incorporate two important value-adding components, being downstream processing to further purify graphite beyond concentrate and a drill programme to increase the current 24.5Mt at 6.0% TC JORC Standard Resource, to provide important geotechnical information for mine designs and further infill to add to current Reserves. These value-adding components are included in the DFS to maximise the potential value of the Project.
To date the Company has raised ~£5m (including the most recent £1.6m) for DFS work, on top of the US$5m (£4m) grant received from the US Government via their private sector lending arm, the Development Finance Corporation. At this point US$1.5 million of the DFC grant funds remain undrawn but will be accessed as DFS work completes. The latest capital raise included £500,000 from senior management which is a significant commitment, as was the £1.2 million in fees taken as shares by key project partners including the Orom-Cross drillers. Additionally, the Company is in advanced discussions with selected strategic investors who have expressed interest in providing capital to secure exposure to the Project. The Company is seeking to complete the DFS as soon as possible and move thereafter to decision to mine.
A combination of debt and equity will fund Orom-Cross project implementation, with majority as debt. It is envisaged that once the DFS is completed the DFC will cornerstone a funding solution via debt and one or more other financial institutions will combine to deliver the remaining debt and equity. Discussions are already underway on this with several interested parties to deliver this strategy.
The unique factors within the Orom-Cross project as noted in this Q&A, together with the differentiated strategy and the tier one relationships, will all contribute towards delivering this funding solution.
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|
Twitter https://twitter.com/BlencoweRes
#BRES Blencowe Resources PLC – 6,700m Drilling Programme to Commence
Blencowe Resources Plc (LSE: BRES) is pleased to announce that it has commenced the 6,700 metre resource drilling programme, marking the final major workstream required for the completion of the Definitive Feasibility Study (“DFS”) for the Orom-Cross graphite project in Uganda.
With the funding received from the recent capital raise the Company has now triggered the drilling programme, seeking a significant expansion of the JORC Standard Resource and Reserves for Orom-Cross. The drill programme will target extensions to the existing Northern Syncline and Camp Lode deposits as well as upgrading the overall Resource classification. There will also be a step-out campaign to outline additional resources in a nearby target zone which, if successful, will add an exciting new high grade deposit into the Orom-Cross Resource.
The additional Reserves will allow Blencowe to both increase the scale of production tonnage earlier in the mine life and to extend the life of mine, delivering a substantial impact on project economics and the final DFS results.
Highlights:
· Value Addition: Additional resources will underscore the scale and continuity of the graphite deposit at Orom-Cross, estimated at 2-3 billion tonnes overall.
· Step-Out: Drilling in new target areas within the tenement aims to increase mineral resource and confirm extensions within this vast graphite deposit.
· Further Resources and Reserves: Incremental drilling on the existing deposits can significantly increase the JORC Standard Reserve, translating to higher production volumes and an extended life of mine
· Enhanced DFS Economics: Increased production volumes and longer life of mine would have a materially positive impact on the DFS result.
Blencowe has commenced mobilisation and execution for its latest drilling campaign at the Orom-Cross project. Experienced drilling partner ADT Africa (www.adtafrica.com) will once again undertake this programme, under the guidance of Minrom Consulting (www.minrom.com), Blencowe’s geological and technical partner.
The programme aims to expand both the JORC Standard Resource and Reserves, which currently stand at 24.5Mt at 6.0%TC (total carbon). Drilling will also support data required for geotechnical design confirmation for pit designs, as well as material strength characteristics for crushing and milling designs within the DFS.
ADT Africa will now mobilise drill rigs and personnel to site shortly and commence drilling thereafter. The entire programme is scheduled to span approximately 2-3 months, with regular market updates to follow. A revised JORC Resource is anticipated after drilling and assays are completed. Additionally, Blencowe will establish the first permanent camp at Orom-Cross, in preparation for the construction phase, targeted for 2H 2025.
Cameron Pearce, Executive Chairman, commented;
“We are confident this programme will significantly extend our JORC Resource and Reserve base and we will be working closely with our technical partners to deliver the best results possible in the shortest timeframe, feeding directly into the DFS. We are especially excited to be drilling a new deposit which may ultimately deliver further higher grade tonnes into our project. Higher production volumes will make a substantial difference to the NPV within the DFS modelling.”
“As a result of successfully completing bulk sample test work over the past 12 months to become pre-qualified, combined with our evolving downstream SPG strategy that will give Orom-Cross a nearby offtaker for life of mine, we can now expect sell more product than we originally believed was possible within the PFS. This increase in demand supports our decision to build up Reserves beyond initial PFS expectations, aligning with the significant market need for high-quality graphite.”
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|
Twitter https://twitter.com/BlencoweRes
LinkedIn https://www.linkedin.com/company/72382491/admin/
Background
Orom-Cross Graphite Project
Orom-Cross is a potential world class graphite project both by size and end-product quality, with a high component of more valuable larger coarse flakes within the deposit.
A 21-year Mining Licence for the project was issued by the Ugandan Government in 2019 following extensive historical work on the deposit. Blencowe completed a successful Pre-Feasibility Study on the Project in July 2022 and is now within the Definitive Feasibility Study phase as it drives towards first production.
Orom-Cross presents as a large, shallow open-pitable deposit, with an initial JORC Indicated & Inferred Mineral Resource of 24.5Mt @ 6.0% TGC (Total Graphite Content). This Resource has been defined from only ~2% of the total tenement area which presents considerable upside potential ahead. Development of the resource is expected to benefit from a low strip ratio and free dig operations together with abundant inexpensive hydro-electric power off the national grid, thereby ensuring low operating costs. With all major infrastructure available at or near to site the capital costs will also be relatively low in comparison to most graphite peers.
In 3Q 2024 Blencowe introduced a Joint Venture concept with experienced downstream graphite processing partners to ultimately produce upgraded 99.95% SPG in Uganda. This strategy has several key advantages plus substantial cost savings which will assist deliver a world class project once DFS is completed.
#BRES Blencowe Resources PLC – Results of Retail Offer
The Board of Blencowe Resources plc (the “Company”) announces that the Retail Offer launched on 6 November 2024 has now closed and has raised £117,875.60 through the issuance of 2,946,890 Retail Offer Shares at a price of 4 pence each.
Application will be made for the admission of 2,946,890 Retail Offer Shares to trading on the official list and the main market of the London Stock Exchange at 8.00 am on 12 November 2024. These new Ordinary Shares will rank pari passu with the Existing Ordinary Shares.
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company confirms that following Admission of the Retail Offer Shares, the Company’s enlarged issued ordinary share capital will comprise 254,365,360 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA’s Disclosure Guidance and Transparency Rules.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement of the Fundraising made by the Company on 6 November 2024.
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|
#BRES Blencowe Resources PLC – BookBuild Retail Offer and Capital Raise of £1.5m
The Board of Blencowe Resources PLC is pleased to announce a retail offer via BookBuild (the “Retail Offer”) of new ordinary shares (“Ordinary Shares”) of ORD 0.5P each in the capital of the Company (the “Retail Offer Shares”) up to the value of £195,000 at an issue price of 4 pence per New Ordinary Share (as defined below) (the “Issue Price”).
This Retail Offer follows a recent successful fundraise of £1.5 million, as announced separately. The proceeds from the Retail Offer and the earlier fundraise will support the completion of a 6,000m drilling programme and the advancement of the Definitive Feasibility Study (DFS) for the Orom-Cross Graphite Project in Uganda, as well as provide general working capital. For the avoidance of doubt, the Retail Offer is not part of the Placing.
Executive Chairman, Cameron Pearce, commented:
“We are pleased to offer retail investors the opportunity to participate in Blencowe’s growth journey at an attractive 4p entry price, aligned with the discount to recent trading levels from our recently announced fundraise. This Retail Offer, combined with the successful £1.5 million fundraise, July Fee Shares and Subscription Shares, and the remaining DFC Grant, will enable us to close the remaining financing gap and be well-capitalised to complete the Orom-Cross DFS.”
“We believe this support and overdue clarity on DFS financing will lead to a significant uplift in project value as we move through the final stages of the study. Orom-Cross is strategically positioned to meet the growing demand for graphite in the energy transition, and completing the DFS will put Blencowe in an excellent position to deliver substantial long-term value for our shareholders.“
Retail Offer Overview
In addition to the Retail Offer, the Company is also conducting a placing of new ordinary shares (the “Placing Shares” and together with the Retail Offer Shares, the “New Ordinary Shares”) at the Issue Price (the “Placing” and together with the Retail Offer, the “Issue”). For the avoidance of doubt, the Retail Offer is not part of the Placing.
The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being listed on the Equity Shares (Transition) category of the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange (“Admission”). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8.00am on 12/11/2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
Expected Timetable in relation to the Retail Offer
Retail Offer opens |
06/11/2024, 07:05 |
Latest time and date for commitments under the Retail Offer |
06/11/2024, 17:00 |
Results of the Retail Offer announced |
7/11/2024, 7.00 |
Admission and dealings in New Ordinary Shares issued |
12/11/2024 |
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.
Dealing Codes
Ticker |
BRES |
ISIN for the Ordinary Shares |
GB00BFCMVS34 |
SEDOL for the Ordinary Shares |
BFCMVS3 |
Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO in April 2019. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/614RM1/authorised-intermediaries
Tavira Financial Limited will be acting as retail offer coordinator in relation to this Retail Offer (the “Retail Offer Coordinator”).
Existing retail shareholders can contact their broker or wealth manager (“Intermediary”) to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the Retail Offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at 7:05am on 06/11/2024. The Retail Offer is expected to close at 5:00pm on 06/11/2024. Investors should note that financial Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinator, Jonathan Evans (jonathan.evans@tavira.group) or BookBuild at email: support@bookbuild.live.
The Retail Offer will only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £195,000.00 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/614RM1/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial Intermediaries including relevant commission or fee charges.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
For further information, please contact:
Jonathan Evans (jonathan.evans@tavira.group)
Further information on the Company can be found on its website at: https://blencoweresourcesplc.com
The Company’s LEI is 213800UXIHBIRK36GG11
This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US”)), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a “US Person”). No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Tavira Financial Limited (“Tavira” or the “Broker”) is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company’s businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Tavira expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Tavira or any of its respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Tavira and its respective affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer 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 any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
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 Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares 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 “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the EU 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 Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
Blencowe Resources Plc (LSE: BRES), is pleased to announce that it has successfully raised a total of £1,500,000 through the issue of 37,500,000 new ordinary shares at 4 pence per share (“Fundraise”). These funds will be directed primarily towards completing the Definitive Feasibility Study (“DFS”) to completion, including a 6,000m drilling programme to enhance the existing JORC Resource of 24.5Mt @ 6.0% for the Orom-Cross Graphite Project in Uganda.
Fundraise Overview
The Fundraise comprises a £1 million placing of 25,000,000 new ordinary shares (“Firm Placing”) arranged through its broker Tavira Financial (“Tavira”) and a conditional £500,000 subscription for 12,500,000 new ordinary shares from senior management (“Conditional Subscription”). The Conditional Subscription is subject to FCA approval of a Prospectus by the Company.
Investor Warrants
Investors in the Fundraise will be issued 1 warrant per 1 Placing Share (“Investor Warrants”), exercisable at 6p for a 3-year period from Admission. Therefore, the Company will issue an aggregate of 37,500,000 warrants, which if fully exercised, would result in gross proceeds of £2.25 million in additional funding.
Use of Funds
The net proceeds of the Fundraise will primarily fund a 6,000m drill programme designed to significantly increase the existing 24.5Mt @ 6.0% JORC Resource, one of the final major workstreams under the DFS, as well as general working capital.
Related Party Participation
Major shareholder RAB Capital participated in the Firm Placing. As their current shareholding is more than 5%, RAB Capital’s participation in the Firm Placing is deemed a related party transaction as defined under DTR 7.3. Following advice from its financial adviser Tavira (given the Board does not have an independent director) the Board considers RAB Capital’s participation in the Placing fair and reasonable for shareholders.
Senior Management and Consultant Participation
The Company’s Chief Operating Officer, Iain Wearing, and its external Sales and Marketing Advisor, Joel Chong, have each subscribed in the Conditional Subscription for £250,000 each.
|
Current Holding |
Conditional Placing Shares |
Holding following the issue of the Prospectus |
% Holding following the issue of the Prospectus * |
Iain Wearing |
408,333 |
6,250,000 |
6,658,333 |
2.3 |
Joel Chong |
Nil |
6,250,000 |
6,250,000 |
2.1 |
*The enlarged share capital following the issue of the Prospectus will be 292,820,980 (including the enlarged share capital on Admission, the July 2024 Subscription and the Fee Shares as noted below).
DFC Grant Funding
A further US$500,000 is expected shortly from the Development Finance Corporation (“DFC”) as part of its ongoing phased $5 million grant funding. This will bring total receipts received under the DFC grant to US$4,000,000, with the final US$1,000,000 scheduled to be received in 2025.
Admission of Firm Placing Shares
An application has been made for 25,000,000 new ordinary shares relating to the Firm Placing to be admitted to trading on the official list of the London Stock Exchange from 8.00 a.m. on 12 November 2024 (“Admission”).
Prospectus
As previously announced, the Company is in an advanced stage of seeking FCA approval to publish a Prospectus for issuance of 12,500,000 new ordinary shares for the Conditional Subscription, 3,181,260 new ordinary shares in relation to the July 2024 Subscription to raise gross proceeds of £159,063 and 25,721,250 Fee Shares in relation to services provided by key DFS contractors and other service providers to the value of £1,286,062.
The issue of the Fee Shares has materially reduced the capital required to complete the DFS, and most particularly for drilling. The Company will be seeking to publish the Prospectus imminently and will advise on the publication date in due course.
Total Funding
With the Fundraise, Fee Shares, July Subscription, and DFC Grant, Blencowe has access to approximately £4 million and is well-capitalised to target DFS completion in H1 2025.
Cameron Pearce, Executive Chairman commented;
“Blencowe is pleased to announce this Fundraise alongside other funding initiatives to progress the DFS to completion. This combined support from shareholders, strategic service providers, and senior management enables a key inflection point in the Company’s history – completing the DFS and subsequent project financing – which will position Orom-Cross for substantial de-risking and value creation.”
“The phased DFC grant further reinforces our working capital position to finalise the DFS. Orom-Cross’s exceptional low-cost, high-quality characteristics combined with the key relationships we have formed, including both DFC and the recent Minerals Security Partnership accreditation, plus our in-country downstream processing strategy, continue to uniquely position Blencowe within the graphite sector. As the global energy transition accelerates, Orom-Cross is set to play role in supplying essential materials for the green economy.”
Total Voting Rights
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company’s enlarged issued ordinary share capital will comprise 251,418,470 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA’s Disclosure Guidance and Transparency Rules.
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|
Twitter https://twitter.com/BlencoweRes
LinkedIn https://www.linkedin.com/company/72382491/admin/
#BRES Blencowe Resources – GLOBAL MSP ACCREDITATION
Blencowe Receives Global MSP Accreditation
New Funding Channels Open as Orom-Cross Joins Elite Group of Critical Minerals Projects
Blencowe Resources Plc (LSE: BRES) is pleased to announce that its Orom-Cross graphite project in Uganda has received full Mineral Services Partnership (“MSP”) accreditation. The MSP, a global initiative backed by 14 countries and the EU, promotes public and private investment in responsible critical minerals supply chains worldwide.
Highlights:
· South Korea, as current MSP Chair, proposed Orom-Cross for full accreditation at the MSP Members Forum meeting in New York in September 2024.
· The proposal received unanimous approval, granting Orom-Cross immediate accreditation.
· Accreditation provides international exposure at the highest level, enhances the project’s credibility with tier-1 offtakers, and enables access to potential new funding sources.
· This milestone further affirms the high quality of the Orom-Cross graphite project, and its growing status as a leading new graphite project globally, as it moves towards first production.
Following a series of successful meetings over the past few months between Blencowe and senior officials in Seoul, South Korea nominated Orom-Cross for MSP accreditation, which was unanimously approved at the most recent MSP Forum. South Korea, which assumed the MSP Chairmanship in June 2024, played a pivotal role in championing Orom-Cross and securing this achievement.
The Mineral Services Partnership comprises the USA, Germany, India, Japan, South Korea, the UK, Australia and other leading nations as well as the European Commission, seeks to bolster critical mineral supply chains to support the clean energy transition. MSP accredited projects are assisted to deliver concrete results through collaboration between member nations and tangible support.
Orom-Cross stands out as one of the world’s largest estimated graphite deposits with a unique mix of several key competitive advantages that will enhance its chances of success, including lowest percentile operating costs, low capital startup requirements, and proven very high quality of end products, both as concentrates and purified battery ready 99.95% SPG (spheronised purified graphite). These qualities align with the MSP’s goals of securing high quality, long-life graphitesupplies outside of China, crucial to meeting accelerating demand for graphite in lithium-ion batteries. Orom-Cross has very strong ESG credentials too, which is another important factor in gaining MSP support.
Blencowe’s recently announced strategy to build an in-country downstream purification facility in Uganda to upgrade graphite concentrate to battery ready SPG, was also instrumental for MSP’s support. This proposed in-country beneficiation facility would be one of very few delivering 99.95% purified graphite products outside of China.
While the full scope of all the benefits this accreditation will bring is still being explored, it immediately elevates Orom-Cross status within all 14 MSP member countries and their networks. Blencowe will now work closely with MSP members, and specifically the Government of South Korea, to explore new funding avenues, offtake agreements, and additional opportunities to advance the project.
Cameron Pearce, Executive Chairman commented;
“Achieving MSP accreditation is a huge step milestone for Blencowe, further differentiating Orom-Cross as one of only a select few top tier critical minerals projects worldwide to have received this rare MSP status. We are excited and honoured at this recognition and look forward to working closely with the MSP to explore opportunities that will unlock further Orom-Cross development.”
“With the end-product pre-qualification process now completed we can look forward to additional news flow relating to offtake in the near term. Furthermore, we have other exciting initiatives that we intend to bring to market soon that will continue to differentiate our strategy and our project from our graphite peers.”
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|
Twitter https://twitter.com/BlencoweRes
#BRES Blencowe Resources PLC – MoU signed for Graphite Beneficiation in Uganda
Blencowe Resources (LSE: BRES.L) has signed a Memorandum of Understanding (“MOU”) with Singaporean graphite sales and marketing specialist Triessence Limited (“Triessence”) and a leading Asian SPG and Anode material producer (“SPG Partner”). This partnership aims to establish Joint Venture (JV) for a graphite beneficiation facility in Uganda producing 99.95% purified graphite for lithium-ion batteries. This venture will set Blencowe apart from competitors focused solely on producing graphite concentrate and provides a life-of-mine offtake partner near the Orom-Cross Project, offering significant additional commercial advantages.
With this JV, Blencowe’s has strategically aligned with two highly experienced Asian graphite specialists to ensure successful delivery.
Highlights:
· JV Formation: Blencowe and Triessence will each hold a 50% stake in in the SPG facility, with the SPG Partner providing operational expertise. Blencowe retains 100% ownership of Orom-Cross.
· Value Addition: Upgrading 96% graphite concentrate to high-value battery ready 99.95% uncoated SPG significantly enhances commercial returns compared to selling concentrate.
· Risk Mitigation: Partnering with graphite industry experts mitigates operational risk.
· Capital Investment: Triessence will fund 50% of capital costs for the SPG facility.
· SPG Offtake Secured: Triessence will purchase all end product, ensuring consistent revenue and premium pricing for some of the first 99.95% SPG produced ex-China.
· Non-China Focus: SPG product ultimately to be sold to OEMs outside China via Triessence, providing strong political, commercial and funding advantages.
· Next steps: Definitive Feasibility Study (DFS) for the SPG facility will be integrated with Orom-Cross DFS for a comprehensive development strategy.
Executive Chairman Cameron Pearce commented:
“Blencowe has long recognised the substantial advantages downstream upgrading of graphite in-country can offer and securing experienced partners who have the expertise to help us deliver successful SPG production was essential. I am delighted to say that this MOU is another significant milestone in enhancing both the value and distinctiveness for our Company.”
“Our JV team will now focus on the SPG facility feasibility study and integrating it with the Orom-Cross DFS, providing a comprehensive solution that adds considerable value. We anticipate minimal additional costs for this study as we are utilising our partners’ existing vast experience for all costings and design work, and no further bulk sample testing or further resource drilling is needed.”
In-Country SPG Strategy
Selling 99.95% uncoated SPG (spheronised purified graphite) unlocks significantly higher returns than small flake 96% concentrate, leveraging the value from additional processing. Providing high-value SPG products into world markets, and particularly products generated outside of China, addresses a significant market gap, especially if China restricts purified graphite exports.
Blencowe’s exclusive sale of Orom-Cross concentrate to the proposed SPG facility ensures a life-of-mine offtake partner, whilst also allowing the Company to benefit by participating in the downstream sale of higher-value 99.95% uncoated SPG products. As one of the only ex-China producers of uncoated SPG this facility will likely command premium prices from OEMs seeking to diversify their SPG supply chains outside of China.
This downstream SPG strategy focuses only on upgrading the lower value small flake concentrate, which is roughly half of Orom-Cross’s output, while the more valuable large flake concentrate will continue to be sold into traditional graphite markets as concentrate. Blencowe recently announced its first MOU for sale of 15,000tpa large flake concentrate.
SPG Joint Venture
A new Ugandan company will be established for the JV to develop the SPG facility.
A feasibility study for the SPG facility, using Orom-Cross concentrate, will be initiated and will leverage the SPG Partner’s experience for costing and design work, with Blencowe handling in-country requirements. With the upgrade of substantial Orom-Cross concentrate to uncoated SPG as part of the 600-tonne bulk sample test process, a key part of the technical DFS has already been completed and paid for. This SPG study will later integrate into the broader Orom-Cross DFS, aligning both projects. Triessence will finance 50% of construction and handle international SPG sales. The SPG Partner, a global leader and one of the largest graphite companies in the world currently producing around 100,000tpa of uncoated SPG, will oversee operations under a management contract.
The SPG facility’s proximity to the Orom-Cross mine considerably reduces logistics costs for Blencowe and access to low-cost Ugandan hydropower supports a premium grade green 99.95% SPG product.
Commercial Advantages
By channelling Orom-Cross small flake concentrate into the nearby JV SPG facility Blencowe bypasses pricing pressures that other graphite peers will face selling their concentrate into competitive Asian markets. This will secure both sales volumes and favourable market pricing for Orom-Cross.
With a 50% stake in the SPG facility, Blencowe will further benefit from selling uncoated 99.95% SPG at a higher ~US$2,000 per tonne compared to ~US$500 per tonne for 96% concentrate. Proximity to the SPG facility will materially lower Orom-Cross current logistics and operating costs, enhancing overall project economics.
This downstream processing strategy, backed by experienced partners, may attract additional funding options from entities who recognise this long-term value opportunity. The U.S. International Development Finance Corporation (DFC) remains the preferred funding partner for Orom-Cross and supports this strategy, as does the Ugandan Government. Both offer valuable backing.
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250 |
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441 |
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733 |
#BRES Blencowe Resources – ISSUE OF EQUITY
£1.9 million DFS Funding Completed
The Company is pleased to announce funding agreements with key project partners (“Funding Agreements”) within an overall capital raising totalling approximately £1.9 million at an issue price of 5p (representing a small premium to the 4.8p closing share price on 19 July 2024). The net proceeds of the Funding Agreements and capital raise will allow the Company to progress its Definitive Feasibility Study (“DFS”) for its Orom-Cross graphite project in Uganda alongside the continuation of grant funding being received from the US Government’s Development Finance Corporation (“DFC”).
£1.9 Million Funding Breakdown:
· £1,286,062 Project Partners Funding Agreement: The Company has entered into agreements with several key project partners, issuing 25,721,250 new ordinary shares (“Fee Shares”) at 5p in lieu of DFS costs, totalling £1,286,062, with participation as follows:
o US$1 million with ADT (Ugandan drilling partners).
o US$200,000 with Oriental Jinyuan (Asian graphite marketing partner)
o US$150,000 with American Energy Technology Company (battery technology partner)
o US$90,000 with Minrom (technical resource partner)
o US$250,000 total to other suppliers in lieu of future costs to the business
· £459,639 Placing: through the issue of 9,191,520 new ordinary shares (“Placing Shares”) at a placing price of 5p, arranged by Tavira Financial Limited.
· £159,063 Subscription: issuing 3,181,260 new ordinary shares (Subscription Shares”) through direct subscription with the Company at a price of 5p.
This fundraising demonstrates a strong validation of the project’s value, with equity buy-ins from key project partners at a premium to the last traded share price. This is also £1.286 million less cash that the Company must raise towards completion of the DFS. Blencowe has stated previously that it will deliver targeted capital raises with longer term investors to complete the DFS rather than deeply discounted raises into the retail market.
The Company will seek admission of the Placing Shares to trading on the official list and the London Stock Exchange at 8.00 a.m. on 25 July 2024 (“Admission”).
The admission of the Subscription and Fee Shares will be subject to the publication of a Short Form Prospectus to be approved by the FCA which is well underway.
Cameron Pearce, Chairman of Blencowe Resources, commented:
“The Company is pleased to have completed a fundraise that supplements our working capital alongside the recent grant funding received from the DFC. Also, we are delighted that our key project partners are joining the register, and we believe their alignment with our shareholders is a strong endorsement of the considerable and differentiated project value we are building within the DFS and from Orom-Cross generally.”
Total Voting Rights
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company’s enlarged issued ordinary share capital will comprise 226,418,470 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA’s Disclosure Guidance and Transparency Rules.
For further information please contact:
Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
|