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#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.
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Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
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Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
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Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
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#SVML Sovereign Metals LTD – Rio Tinto Shareholding and Issue of Shares
ISSUE OF SHARES
Sovereign Metals Limited (ASX: SVM, AIM: SVML, OTCQX: SVMLF) (Sovereign or the Company) advises that it has issued 2,326,880 fully paid ordinary shares (Shares) in the capital of the Company, comprising of 1,290,392 Shares issued to Rio Tinto Mining and Exploration Limited (Rio Tinto) and 1,036,488 Shares issued to SCP Resource Finance, as an advisory fee of 3% on the amount of Rio Tinto’s option investment in July 2024 (refer to Company announcement on 3 July 2024).
An application will be made for the Shares to be admitted to trading on AIM (Admission) and it is expected that Admission will become effective on or around 19 September 2024.
RIO TINTO INCREASES ITS SHAREHOLDING TO 19.9%
Following the exercise of its unlisted options on 3 July 2024, Rio Tinto has made an additional investment of A$690,360 in Sovereign through the issue of 1,290,392 Shares (Additional Shares) pursuant to Rio Tinto’s first right of refusal on equity issues. This is in accordance with the Investment Agreement between Rio Tinto and the Company dated 16 July 2023. Following the issue of Additional Shares today, Rio Tinto has increased its shareholding in Sovereign to 19.9%.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTRs), following Admission of the Shares, Sovereign will have 599,879,879 Ordinary Shares in issue with voting rights attached. The figure of 599,879,879 may be used by shareholders in the Company 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, under the ASX Listing Rules or the DTRs.
Following the issue of Shares, Sovereign has the following securities on issue:
· 599,879,879 fully paid ordinary shares;
· 9,460,000 unlisted performance rights subject to the “Definitive Feasibility Study Milestone” expiring on or before 31 October 2025;
· 3,600,000 unlisted performance rights subject to the “Grant of a Mining Licence Milestone” expiring on or before 31 March 2026; and
· 4,800,000 unlisted performance rights subject to the “Final Investment Decision Milestone” expiring on or before 30 June 2026.
Classification: 2.5 Total number of voting rights and capital
ENQUIRIES
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Dylan Browne +61(8) 9322 6322 |
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Nominated Adviser on AIM and Joint Broker |
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SP Angel Corporate Finance LLP |
+44 20 3470 0470 |
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Ewan Leggat Charlie Bouverat |
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Joint Brokers |
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Stifel |
+44 20 7710 7600 |
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Varun Talwar |
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Ashton Clanfield |
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Berenberg |
+44 20 3207 7800 |
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Matthew Armitt |
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Jennifer Lee |
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Buchanan |
+ 44 20 7466 5000 |
#FCM First Class Metals PLC – Admission of Shares
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”), the UK listed metals exploration company seeking economic metal discoveries across its extensive Canadian Schreiber-Hemlo, Sunbeam and Zigzag land holdings, announces that in respect of the 16,373,674 new ordinary shares (“Shares”) issued since the Company’s IPO on 29 July 2022, no applications were made for the Shares to be admitted to trading. This is a result of the Company and its Directors being given incorrect information by its former financial adviser.
In order to correct this position, the Company will now commence applications for the Shares to be admitted to trading on the Official List of the Financial Conduct Authority (“FCA”) and to trading on the Main Market of the London Stock Exchange. To ensure compliance with the Prospectus Regulation Rules, the Shares will be admitted in four tranches as follows:
i) 13,134,411 Shares will be admitted to trading on or around 23 January 2024;
ii) 2,626,882 Shares will be admitted to trading on or around 26 January 2024;
iii) 525,376 Shares will be admitted to trading on or around 31 January 2024; and
iv) 87,005 Shares will be admitted to trading on or around 5 February 2024.
For the avoidance of doubt, the Company’s issued share capital remains 82,045,729 ordinary shares of 0.1p each, with one vote per share (and no such shares are held in treasury). The total number of voting rights is therefore 82,045,729 and this figure may be used by shareholders as the denominator for the calculations to determine if they have a notifiable interest in the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules, or if such interest has changed.
For further information, please contact:
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
Novum Securities Limited
(Financial Adviser)
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David Coffman/Dan Harris/George Duxberry Novum Securities Limited |
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(0)20 7399 9400 |
First Class Metals PLC – Background
First Class Metals is focussed on exploration in Ontario, Canada which has a robust and thriving junior mineral exploration sector. Specifically, the Hemlo ‘camp’ is a proven world class address for gold /VMS exploration. This geological terrane has significant production, both base / precious metals and a prolific number of exploration projects and numerous prospector’s ‘showings’.
FCM currently holds 100% ownership of seven claim blocks covering over 180km² along a 150km strike of the Hemlo-Schreiber-Dayohessarah greenstone belt which also contains the >23M oz shear hosted Hemlo gold mine operated by Barrick Gold. Late last year FCM completed the option to purchase the historical high grade (gold) Sunbeam past producing mine.
The significant potential of the properties for precious, base and battery metals relate to: ‘nearology’ insomuch that all properties lie close to identified mineral anomalism, for example Palladium One’s RJ and Smoke Lake nickel projects are close to the FCM’s West Pickle Lake drill proven Ni-Cu project. This also demonstrates the second critical asset the properties hold: vector, anomalies, be they geological, geochemical, or geophysical that have demonstrated mineral potential extend on to FCM’s properties.
The inferred shear on the Esa property is being explored by neighbours both to the west and east where it crosses into their properties. Furthermore, the properties have not been extensively explored either historically or more contemporaneously. This is attributable to the overall lack of outcrop. However, modern exploration techniques are better able to ‘see through’ the ground cover and to identify anomalies.
#GRX GreenX Metals LTD – Issue of Shares
GreenX Metals Limited (GreenX or Company) advises that it has issued 310,288 ordinary fully paid shares (Shares) on the exercise of 600,000 unlisted options pursuant to a cashless exercise facility.
An application will be made for admission of the Shares to the standard listing segment of the Official List of the FCA (Official List) and to trading on the main market of the London Stock Exchange for listed securities (LSE Admission). LSE Admission is expected to take place on or before 10 November 2023.
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTRs), following LSE Admission, the Company’s issued ordinary share capital will be 273,189,227 ordinary shares. The above figure of 273,189,227 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following LSE Admission.
Following the issue of Shares and options, GreenX has the following securities on issue:
· 273,189,227 ordinary fully paid shares;
· 4,775,000 unlisted options exercisable at A$0.45 each on or before 30 November 2025;
· 5,525,000 unlisted options exercisable at A$0.55 each on or before 30 November 2026;
· 11,000,000 performance rights that have an expiry date 8 October 2026;
· A convertible loan note with a principal amount of A$2,627,430, convertible into 5,711,805 ordinary shares at a conversion price of A$0.46 per share with no expiry date.
Classification: 2.5 Total number of voting rights and capital
Enquiries:
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GreenX Metals Limited |
Tel: +61 8 9322 6322 |
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Dylan Browne, Company Secretary |
Email: info@greenxmetals.com |
#SVML Sovereign Metals LTD – Issue of Shares
Further to Sovereign Metals Limited (Sovereign or the Company) (ASX:SVM, AIM:SVML) announcement on 23 August 2023, the Company advises that it has issued 2,932,786 fully paid ordinary shares (Shares) by way of the issue of 439,918 Shares to Rio Tinto and 2,492,868 Shares to SCP Resource Finance, formerly Sprott Capital Partners, as an advisory fee of 3% on the amount of Rio Tinto’s initial investment (refer to announcement date 17 July 2023).
An application will be made for the Shares to be admitted to trading on AIM (Admission) and it is expected that Admission will become effective on or around 29 August 2023.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTRs), following Admission of the Shares, Sovereign will have 556,903,401 Ordinary Shares in issue with voting rights attached. The figure of 556,903,401 may be used by shareholders in the Company 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, under the ASX Listing Rules or the DTRs.
Following the issue of Shares, Sovereign has the following securities on issue:
· 556,903,401 fully paid ordinary shares;
· 34,549,598 unlisted options exercisable at A$0.535 each on or before 21 July 2024;
· 6,100,000 unlisted performance rights subject to the “Pre-Feasibility Study Milestone” expiring on or before 30 September 2023; and
· 7,810,000 unlisted performance rights subject to the “Definitive Feasiblity Study Milestone” expiring on or before 31 October 2025.
#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes
Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).
Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.
Background to the Placing
The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.
The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels. In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls. The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream.
Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes. The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).
Placing of Loan Notes
Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”).
Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”).
The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.
Broker Option
Given that the Placing has not been offered on a pre-emptive basis and in order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option. Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.
The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument 10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”). The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market
Issue Price Loan Notes of £1.00 issued at par
Conversion Convertible into ordinary shares at a conversion price of 50 pence per share. Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)
Repayment On the Maturity Date, unless otherwise converted
Term Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.
Coupon 10% per annum, paid annually. The coupon to be paid in cash or capitalised at the Company’s discretion
Minimum size £1,000
Directors’ and connected party participation in the Placing
David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.
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Name |
Holding of Existing Ordinary Shares |
Current holding as percentage of Existing Ordinary Shares |
Placing Loan Notes Subscribed |
Number of Shares issued on Conversion of Loan Notes (in event of conversion)** |
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David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
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Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
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Nigel Wray |
13,564,413 |
11.0% |
£500,000 |
1,000,000 |
* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.
** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option
Related Party Transaction – participation in the Placing
As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.
The participation in the Placing by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.
Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
Related Party Transaction – Dowgate’s participation in the Placing Agreement
As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:
– a fee of £40,000;
– commission amounting to 5% of funds raised in the Placing*; and
– commission amounting to 5% of funds raised under the Broker Option*,
* excepting any subscriptions made by Directors
Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Shareholders’ Meeting
The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting. The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association. The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes.
It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.
A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023. Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.
For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.
For further information please contact:
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Belluscura plc |
Tel: +44 (0)20 3128 8100 |
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Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Anthony Dyer, Chief Financial Officer |
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SPARK Advisory Partners Limited Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
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Neil Baldwin |
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Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
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James Serjeant / Russell Cook |
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MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
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Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
#FCM First Class Metals PLC – Exercise of Warrants and Issue of Equity
First Class Metals PLC (LSE:FCM) announces that it has received several notices to exercise warrants over a total of 450,582 Ordinary Shares (the “Warrant Shares“), for which funds of GBP 46,683.20 have been received by the Company.
Application will be made to the Financial Conduct Authority (“FCA”) for admission of the above Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, with admission and dealings in the new shares expected to take place from 8.00am on 16th January 2023.
Following Admission, the Company’s issued share capital will consist of 69,969,289 Ordinary Shares with voting rights. This figure of 69,969,289 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they require to notify their interest in, or a change to their interest in, the share capital of the Company under the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
For further information, please contact:
First Class Metals PLC
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
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Ayub Bodi, Executive Director |
07860 598086 |
First Equity Limited
(Financial Adviser & Broker)
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Jonathan Brown |
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0207 3742212 |
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Jason Robertson |
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0207 3742212 |
ECR Minerals #ECR Iceberg Gold Project – Option Shares Admission Update
ECR Minerals plc (LON:ECR) the precious metals exploration and development company advises that further to the announcement of 3 August 2018, the Company confirms that application has been made for the Option Shares issued as set out in that announcement (1,500,000 Ordinary Shares) to be admitted to trading on AIM, and admission of the Option Shares is expected to occur on or around 21 August 2018.
For further information in respect of the Option Agreement please review the following link:
https://polaris.brighterir.com/public/ecr_minerals/news/rns/story/xe5vqox
As set out in the announcement of 3 August 2018, following Admission of the Option Shares, ECR’s issued ordinary share capital will comprise 341,962,383 ordinary shares of 0.001 pence. This number will represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules. The new shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| ECR Minerals plc | Tel: +44 (0)20 7929 1010 | |
| David Tang, Non-Executive Chairman | ||
| Craig Brown, Director & CEO | ||
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Email: |
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| Website: www.ecrminerals.com | ||
| WH Ireland Ltd | Tel: +44 (0)161 832 2174 | |
| Nominated Adviser | ||
| Katy Mitchell/James Sinclair-Ford | ||
| Optiva Securities Ltd | Tel: +44 (0)203 137 1902 | |
| Broker | ||
| Graeme Dickson | ||
| SI Capital Ltd | Tel: +44 (0)1483 413500 | |
| Broker | ||
| Nick Emerson |
FORWARD LOOKING STATEMENTS
This announcement may include forward looking statements. Such statements may be subject to numerous known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. Any forward-looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward-looking statements because of new information, future events or for any other reason.