Private Placement of US$20m for Rosgeo JV

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE SERVICES OR IN THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

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.

EURASIA MINING PLC

("Eurasia" or "the Company")

Private Placement of US$20m for Rosgeo JV

20 May 2021

Eurasia Mining Plc ("Eurasia" or the "Company"), the palladium, platinum, rhodium, iridium and gold producing company, is pleased to announce that it has entered into a securities purchase agreement for a private placement of 53,306,751 new ordinary shares of the Company (the "Placing Shares") and warrants (the "Warrants") to purchase up to 53,306,751 ordinary shares (the "Warrant Shares") to a single institutional investor at the market price of 26.5p per ordinary share and associated Warrant, for gross proceeds of £14,126,289, or approximately US$20m (not including any gross proceeds from the exercise of the Warrants), before deducting placement agent's fees and offering expenses. 

The Warrants have an exercise price of 26.5p per ordinary share and may be exercised at any time upon issuance and prior to the 3-year anniversary of the issuance date. 

H.C. Wainwright & Co. is acting as the exclusive placement agent in the United States for this private placement.

The net proceeds of the placing are intended to be used primarily to finance the joint venture with Rosgeo ("Rosgeo JV"), as announced via RNS dated 26 March 2021. The Directors have decided to limit the financing to £14,126,289 to keep shareholder dilution to a minimum and to focus primarily on advancing certain Rosgeo JV projects to production via EPC and financing contracts with minimum equity injections.

The total number of ordinary shares to be issued pursuant to the private placement, and assuming exercise of all of the Warrants, is 106,613,502 new ordinary shares, which would represent approximately 3.72 per cent of the Company's enlarged fully diluted share capital of 2,865,315,183 ordinary shares.

Application for Admission & Total Voting Rights

The Placing Shares and Warrant Shares will rank pari passu in all respects with the existing ordinary shares of 0.1p each in the capital of the Company. 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 25 May 2021.

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 2,812,008,432 ordinary shares of 0.1p each, 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.

Comments

Christian Schaffalitzky, Executive Chairman commented: "The Directors are delighted, that an institutional investor is providing finance at the market price of 26.5p without a discount to help us develop further new projects in the low-cost open pit mining district of Kola where, via Rosgeo JV, we have significantly advanced our presence in both PGM and battery metals. The Board is confident that this strategic financing allows us to take Rosgeo JV to the next level, while Eurasia and its advisers are focused on advancing our strategy as announced on 12 May 2021".

James Nieuwenhuys, CEO commented: "We have deliberately kept shareholders' dilution to a minimum, leveraging our track record of signing an EPC and financing contract with Sinosteel. My experience working for several leading EPC contractors including SNC-Lavalin, Bateman and XCEL Engineering & Management combined with our Director Tamerlan Abdikeev's experience with Japanese EPC contractors, opens new doors. We are committed to our strategy of maximising the return for our shareholders while adding value to all our assets, including the ones within the scope of the Rosgeo JV".

ENQUIRIES:

Eurasia Mining Plc

Christian Schaffalitzky/ Keith Byrne

+44 (0)207 932 0418

SP Angel Corporate Finance LLP (Nomad and Joint Broker)

Ewan Leggat / David Hignell / Adam Cowl

+44 (0)20 3470 0470

Optiva Securities (Joint Broker)

Christian Dennis

Tel: +44 (0) 20 3137 1902

About Eurasia Mining Plc

Eurasia Mining plc is a palladium, platinum, rhodium, iridium and gold producing company, operating the established West Kytlim Mine in the Urals, and also the operator of the Monchetundra Project comprising two predominantly palladium open pit deposits located 3km away from Severonickel, one of Norilsk Nickel's largest base metals and PGM processing facilities, near the town of Monchegorsk on the Kola Peninsula.

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 2019.

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.