Fundraise to raise gross proceeds of circa £3.15m

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION NO. 596/2014 (AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 7 OF THAT REGULATION.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR").  In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR.  Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

EURASIA MINING PLC

("Eurasia" or "the Company")

Fundraise to raise gross proceeds of circa £3.15 million

Strategic investment from institutions replacing Sanderson Loan for dual listing

28 March 2025

Eurasia Mining Plc ("Eurasia" or the "Company"), the iridium, osmium, palladium, platinum, rhodium, ruthenium and gold mining company, is pleased to announce that it has entered into a securities purchase agreement for a strategic private placement (the "Private Placement") of 72,033,188 new ordinary shares of 0.1 p each in the Capital the Company ("Ordinary Shares")and warrants (the "Warrants") to purchase up to 72,033,188 ordinary shares (the "Warrant Shares") to US and UK institutional investors (the "US and UK Institutions") at the price of 4.37p per Ordinary Share (the "Placing Shares")  (5% discount to the latest closing bid price) and at the price of 8.74p for associated Warrant (100% premium to the placing price), for gross proceeds of approximately £3.15m, or approximately US$4m (not including any gross proceeds from the exercise of the Warrants), before deducting placement agent's fees and offering expenses.

The net proceeds of the placing are intended to be used exclusively at the Company level to maintain the listing in London and to finance the planned launch of the dual listing of Eurasia in Kazakhstan on the Astana International Exchange (AIX), as announced via RNS dated 16 October 2024. This Private Placement allows the Company to cease using the 2.5p convertible Sanderson Facility (the "Sanderson Facility" - announced on 6 September 2024).

The Directors have decided to limit the size of the Private Placement relative to the authority granted at the latest Annual General Meeting to limit the shareholder dilution to the minimum extent possible and that allows the replacement of the Sanderson Facility sufficient to fully finance the AIX dual listing.

The Directors are undertaking the Private Placement at this time for the following reasons:

·      Most of Commonwealth of Independent States (CIS) investors sold their equity in the Company in 2022 due to the changing geopolitical situation. The proposed AIX dual listing is intended to further improve liquidity and marketability of the Company, that is in the best interests of the Company and all shareholders;

·      Replacing the Sanderson Facility is in the best interest of the Company and all shareholders,

·      Considering the recent geopolitical pivot in the economic cooperation between US and Russia, having US Institutions invested in equity of Eurasia could give a number of strategic advantages, that the Directors believe is in the best interest of the Company and all shareholders,

·      Taking into account American interest in the exploration of critical minerals in the Russian Arctic[1], where Eurasia's Kola projects are located (including its Tier-1² NKT brownfield relaunch project[2]), it is in the best interest of the Company and all shareholders to increase awareness of US investors in Eurasia's assets via equity participation in the Company itself.

The Warrants have an exercise price of 8.74p per ordinary share (100% premium to the placing price) and may be exercised at any time upon issuance and prior to the 2-year anniversary of the issuance date.

The total number of ordinary shares to be issued pursuant to the Private Placement, and assuming exercise of all of the Warrants, is 144,066,376 new Ordinary Shares, which would represent approximately 4.76% per cent of the Company's enlarged fully diluted share capital of 3,023,448,110 Ordinary Shares.

Application for Admission & Total Voting Rights

The Placing Shares and Warrant Shares will rank pari passu in all respects with the Company's Ordinary Shares. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ('Admission'). It is expected that Admission and settlement of the Private Placement will occur on or about 3 April 2025.

As a result of the issue of the Placing Shares as described above, the issued share capital of the Company, with voting rights, will consist of 2,951,414,922 Ordinary Shares assuming no exercise of the Warrants. As the Company does not hold any shares in treasury, this figure 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 share capital of the Company under the UK Disclosure Guidance and Transparency Rules.

The Company has also extended the expiry date on 41,551,563 warrants over ordinary shares of 0.1p each in the Company by a further three months until 30 June 2025. These Warrants, which were granted to institutional investors on 23 September 2021, have an exercise price of 26p per share, being the Company's share price at the time of grant.

Christian Schaffalitzky, Executive Chairman commented: "We are delighted to have US and UK institutions in Eurasia's equity at this pivotal point of US strategic interest in critical minerals in Russian Arctic. This equity transaction will help to support our Astana dual listing and should increase the awareness of Russian mining assets among US strategic investors".

"The Directors are grateful to Sanderson Capital Partners, who have been long term supporters of the Company.

The Private Placement also provides sufficient funding not only to launch the proposed AIX dual listing in Kazakhstan but also puts the Company in a stronger position to negotiate our long standing goal of completing the possible sale of our Russian mining assets. I look forward to providing our shareholders with further updates regarding the proposed dual listing as appropriate."

ENQUIRIES:

Eurasia Mining Plc

Christian Schaffalitzky

+44 (0)207 932 0418

SP Angel Corporate Finance LLP (Nomad and Broker)

Jeff Keating / David Hignell / Adam Cowl

+44 (0)20 3470 0470

OAK Securities (Joint Broker)

Jerry Keen

+44 (0)203 973 3678

Yellow Jersey PR (Financial PR)

Charles Goodwin / Shivantha Thambirajah

+44 (0)207 932 0418

[email protected]

IMPORTANT NOTICES

This Announcement contains "forward-looking statements," which can be identified by words like "may," "will," "likely," "should," "expect," "anticipate," "future," "plan," "believe," "intend," "goal," "seek," "estimate," "project," "continue" and similar expressions. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. The Company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, the principal risks and uncertainties listed in our risk factors set forth in our Annual report and accounts to the year ended 31 December 2020.

This Announcement or any part of it shall not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States and in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

No prospectus required for the purposes of Regulation (EU) 2017/1129 ("EU Prospectus Regulation") or Regulation (EU) 2017/1129 (as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018) ("UK Prospectus Regulation") will be made available in connection with the matters contained in this Announcement. In any member state of the European Economic Area, this Announcement is only addressed to and directed at qualified investors in that member state as defined in article 2(e) of the EU Prospectus Regulation.

This Announcement, insofar as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the U.K. Financial Services and Markets Act 2000, as amended) in connection with the securities which are the subject of the placing described in this Announcement or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) if in the United Kingdom, persons who are qualified investors as defined in article 2(e) of the UK Prospectus Regulation who also (a) have professional experience in matters relating to investments who fall within Article 19(5) (investment professionals) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Order; or (iii) any other person to whom it may lawfully be communicated (all such persons in (i) to (iii) together being referred to as "specified persons"). Any person who is not a specified person should not act or rely on this announcement or any of its contents.