- Title:
Equity Fundraising - Time:
07:00:06 - Date:
3 Dec 2020 - Category:
Capital structure - ID:
3554H
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
03 December 2020
Strategic Minerals plc
("Strategic Minerals", "SML" or the "Company")
Equity Fundraising
Strategic Minerals plc (AIM: SML; USOTC: SMCDY), a producing mineral company, announces that the Company has issued £700,000 of new ordinary shares of 0.1p ("Ordinary Shares") via the issue of 175,000,000 new Ordinary Shares at a price of 0.4p per share.
The issue consists of:
Cash of £651,100, before expenses, raised by way of a placing and subscription for 162,775,000 new Ordinary Shares in the Company ("Placing Shares") at a price of 0.4p per share ("Placing Price") (altogether the "Placing"); and
Accrued salaries to certain directors and employees of £48,900 paid through the issue of 12,225,000 new Ordinary Shares in the Company (the "Salary Shares") at the Placing Price.
Each Placing Share and Salary Share will also have a warrant attached entitling the holder to subscribe for one new Ordinary Share at a price of 1 pence per share with an expiry date of 30 December 2022, ("Warrants").
The proceeds of the Placing will be used primarily for the renewal of equipment at the Cobre magnetite stockpile and for the ongoing development of the Company's two other projects: Leigh Creek Copper Mine ("LCCM") and the Cornwall Resources' ("CRL") Redmoor Tin Tungsten project
Director Dealing and Director Salary Sacrifice
Peter Wale (Executive Director) has agreed to subscribe for 18,750,000 Placing Shares pursuant to the Placing. Details of Mr Wale's subscription and the Directors' salary sacrifice are shown in the table below.
| Director |
Placing Shares to be issued |
Salary Shares to be issued |
Warrants to be issued |
Resultant Shareholding on Admission |
% of Enlarged Issued Share Capital |
| Peter Wale (Executive Director) |
18,750,000 |
Nil |
18,750,000 |
76,767,266 |
4.02%
|
| John Peters (Managing Director) |
Nil |
8,200,000 |
8,200,000 |
65,200,000
|
3.41%
|
| Alan Broome (Non-Executive Chairman) |
Nil |
3,025,000 |
3,025,000 |
9,172,319
|
0.48%
|
Related Party Transaction
The subscription by, and issue of Warrants to Peter Wale in the Placing and the issue of the Salary Shares and Warrants to Alan Broome and John Peters as described above, (together the "PDMR Transactions") constitute related party transactions pursuant to AIM Rule 13 of the AIM Rules for Companies. Jeffery Harrison, the independent Director for the purposes of the PDMR Transactions considers, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the issue of the Salary Shares, Placing Shares and associated Warrants to these related parties is fair and reasonable insofar as the Shareholders are concerned.
John Peters, Managing Directors of Strategic Minerals, commented:
"The need to update and renew equipment at the Company's cashflow generating Cobre project has precipitated this placing, which also allowed most directors, management and some employees to invest at this time. Accordingly, the Company's financial position has been strengthened providing capacity to move forward with the development of its projects.
SML appreciates the continued backing from its largest shareholders and welcomes fresh support from new investors.
The issue of warrants by SML, with an exercise price at multiples of the current share price, indicates the rerating potential the Board anticipates upon material progress at either of the LCCM or CRL projects.
The Board is very encouraged at the current prospects for LCCM, particularly given the extended move in the copper price which now sits substantially above our feasibility study assumptions. Meanwhile, the CRL team continue to actively work together with NRG Capital to advance this project."
Application for Admission
Application has been made for the Placing Shares and Salary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will take place and that trading will commence on AIM at 8.00 a.m. on or around 9 December 2020. Once issued, the new Ordinary Shares will rank pari passu with the Company's existing ordinary shares.
Total Voting Rights
Following Admission, the enlarged issued share capital of the Company will comprise 1,909,297,949 Ordinary Shares of 0.1 pence each. The Company does not hold any ordinary shares in treasury. Consequently, 1,909,297,949 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
| 1
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Details of the person discharging managerial responsibilities / person closely associated
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| a)
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Name
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1. Peter Wale
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| 2
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Reason for the notification
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| a)
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Position/status
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1. Executive Director
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| b)
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Initial notification /Amendment
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Initial Notification |
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| 3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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| a)
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Name
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Strategic Minerals Plc
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| b)
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LEI
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213800DICA5NPVOJT776 |
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| 4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
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| a)
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Description of the financial instrument, type of instrument |
ordinary shares of 0.1p each |
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| |
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| Identification code |
ISIN: GB00B4W8PD74 |
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| |
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| b)
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Nature of the transaction
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1. Subscription for shares 2. Grant of Warrants
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| c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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| |
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1. 0.40 pence |
18,750,000 |
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| |
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2. 1 pence |
18,750,000 |
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| d)
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Aggregated information |
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| - Aggregated volume |
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| - Price |
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| e)
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Date of the transaction
|
03 December 2020 |
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| f)
|
Place of the transaction
|
XLON |
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| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
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| a)
|
Name
|
1. John Peters |
||||||||
| 2
|
Reason for the notification
|
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| a)
|
Position/status
|
1. Managing Director |
||||||||
| b)
|
Initial notification /Amendment
|
Initial Notification |
||||||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||||||
| a)
|
Name
|
Strategic Minerals Plc |
||||||||
| b)
|
LEI
|
213800DICA5NPVOJT776 |
||||||||
| 4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|||||||||
| a)
|
Description of the financial instrument, type of instrument |
ordinary shares of 0.1p each |
||||||||
| |
|
|||||||||
| Identification code |
ISIN: GB00B4W8PD74 |
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| |
|
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| b)
|
Nature of the transaction
|
1. Issue of shares in lieu of salary 2. Grant of Warrants |
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| c)
|
Price(s) and volume(s) |
|
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| |
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Price(s) |
Volume(s) |
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| |
|
1. 0.40 pence |
8,200,000 |
|
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| |
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2. 1 pence |
8,200,000 |
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| d)
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Aggregated information |
|
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| |
|
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| - Aggregated volume |
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| |
|
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| - Price |
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| |
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| e)
|
Date of the transaction
|
03 December 2020 |
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| f)
|
Place of the transaction
|
XLON |
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| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||||||
| a)
|
Name
|
1. Alan Broome |
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| 2
|
Reason for the notification
|
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| a)
|
Position/status
|
1. Non-Executive Chairman |
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| b)
|
Initial notification /Amendment
|
Initial Notification |
||||||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||||||
| a)
|
Name
|
Strategic Minerals Plc |
||||||||
| b)
|
LEI
|
213800DICA5NPVOJT776 |
||||||||
| 4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|||||||||
| a)
|
Description of the financial instrument, type of instrument |
ordinary shares of 0.1p each |
||||||||
| |
|
|||||||||
| Identification code |
ISIN: GB00B4W8PD74 |
|||||||||
| |
|
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| b)
|
Nature of the transaction
|
1. Issue of shares in lieu of salary 2. Grant of Warrants |
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| c)
|
Price(s) and volume(s) |
|
|
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|
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| |
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Price(s) |
Volume(s) |
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| |
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1. 0.40 pence |
3,025,000 |
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| |
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2. 1 pence |
3,025,000 |
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| d)
|
Aggregated information |
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| |
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| - Aggregated volume |
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| |
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| - Price |
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| e)
|
Date of the transaction
|
03 December 2020 |
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| f)
|
Place of the transaction
|
XLON |
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For further information, please contact: |
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| Strategic Minerals plc |
+61 (0) 414 727 965 |
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| John Peters |
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| Managing Director |
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| Follow Strategic Minerals on: |
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| Vox Markets: |
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| Twitter: |
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| LinkedIn: |
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| SP Angel Corporate Finance LLP |
+44 (0) 20 3470 0470 |
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| Nominated Adviser and Broker |
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| Matthew Johnson |
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| Ewan Leggat |
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| Charlie Bouverat |
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Notes to Editors
Strategic Minerals plc is an AIM-quoted, profitable operating minerals company. It has an operation in the United States of America and Australia along with development projects in the UK and Australia. The Company is focused on utilising its operating cash flows, along with capital raisings, to develop high quality projects aimed at supplying the metals and minerals the Board considers likely to benefit from future supply and demand factors.
In September 2011, Strategic Minerals acquired the distribution rights to the Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating asset, which it brought into production in 2012 and which continues to provide a revenue stream for the Company. This operating revenue stream is utilised to cover company overheads and invest in progressing the Company's development projects.
In May 2016, the Company entered into an agreement with New Age Exploration Limited and, in February 2017, acquired 50% of the Redmoor Tin and Tungsten project in Cornwall, UK. The bulk of the funds from the Company's investment were utilised to complete an initial drilling programme that year. This programme resulted in a significant upgrade of the resource. This was followed in 2018 with a 12-hole 2018 drilling programme which resulted in the resource update announced in February 2019. In March 2019, the Company entered into arrangements to acquire the balance of the Redmoor Tin and Tungsten project. This was completed on 24 July 2019.
In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia and brought the project into production in April 2019.
Equity Fundraising07:00:063 Dec 2020Capital structure3554H