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EUROPA METALS LIMITED - Equity Fundraising to raise 960,000 and Issue of Warrants and Appointment of Joint Broker

Release Date: 29/03/2019 13:30
Code(s): EUZ     PDF:  
 
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Equity Fundraising to raise £960,000 and Issue of Warrants and Appointment of Joint Broker

Europa Metals Ltd
(Formerly Ferrum Crescent Limited)
(Incorporated and registered in Australia
and registered as an external company in
the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on the ASX: EUZ
Share code on AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
("the Company")


Not for distribution, in whole or in part, directly or indirectly, to United States or Australian newswire
services or dissemination in, into or from the United States (including its territories and possessions,
any State of the United States and the District of Columbia) or Australia or any jurisdiction where to
do so would constitute a violation of the relevant laws or regulations of such jurisdiction


Equity Fundraising to raise £960,000 and Issue of Warrants and Appointment of
Joint Broker

Europa Metals, the European lead-zinc explorer, is pleased to announce that it has raised, in aggregate,
£960,000 (before expenses), through a placing of, and subscription for, in aggregate, 6,400,000,000 new
ordinary shares of no par value each in the capital of the Company (“Ordinary Shares”) at an issue price of
0.015 pence (0.0029 ZAR) per share (the “Issue Price”) (the “Fundraising”). The Fundraising comprises a
placing of 6,200,000,000 new Ordinary Shares via the Company’s joint broker, Turner Pope Investments (TPI)
Limited (“Turner Pope”), as agent of the Company, and including Brandon Hill Capital Limited (“Brandon Hill”),
which has invested in a principal capacity, and a subscription for a further 200,000,000 new Ordinary Shares,
both at the Issue Price, with certain existing and new investors.

The Fundraising is conditional on admission of the new Ordinary Shares to trading on AIM (“Admission”) and,
following Admission, the new Ordinary Shares will represent, in aggregate, approximately 53.4 per cent. of the
Company’s enlarged issued share capital.

The new Ordinary Shares will be fully paid and will rank pari passu in all respects with the Company’s existing
Ordinary Shares. The Issue Price represents a discount of approximately 23.1 per cent. to yesterday’s closing
mid-market price on AIM of 0.0195 pence per Ordinary Share.

In addition, one warrant exercisable for a period of 3 years from Admission at a subscription price of 0.025p
per Ordinary Share will be issued to all participants in the Fundraising for every two new Ordinary Shares
subscribed (the “Fundraising Warrants”). Accordingly, 3,200,000,000 Fundraising Warrants will be issued
pursuant to the Fundraising.

Use of Proceeds
The net proceeds from the Fundraising will be utilised towards funding the ongoing resource definition drilling
work at the Company’s 100 per cent. owned Toral lead-zinc-silver project in the Castilla y León region,
Northwest Spain, as well as enabling the Company to undertake metallurgical test work from a new drilling
campaign. This work will allow Europa Metals to determine the separation characteristics of metal concentrate
products for the first time and aid pre-production marketing and advanced plant design. The net proceeds will
also provide additional general working capital for the Group.

Directors’ Participation
Colin Bird and Myles Campion, Non-Executive Chairman and Technical Director of the Company respectively,
have both participated in the Fundraising. Mr Bird and Mr Campion have directly subscribed for 133,333,333
new Ordinary Shares and 66,666,666 new Ordinary Shares at the Issue Price respectively. In addition, Energy
Minerals Investments Limited (“Energy Minerals”), of which Mr Campion is a director and substantial
shareholder, has subscribed for 333,333,333 new Ordinary Shares. Accordingly, on Admission, the direct
shareholdings of Mr Bird and Mr Campion in the Company will be as follows:

  Director                                             No. of Ordinary Shares               Percentage interest in the
                                                           held on Admission                 Company on Admission
 Colin Bird                                                        183,333,333(1)                                    1.53%

 Myles Campion                                                      85,181,158(2)                                    0.71%

Notes:
(1) Mr Bird is also indirectly interested in a further 130,499,858 ordinary shares via his directorship of African Pioneer Plc
    and directorship/shareholding in Davey Crest Nominees Limited, which will represent approximately 1.09 per cent. of
    the enlarged issued share capital on Admission.
(2) Mr Campion will be indirectly interested in a further 333,333,333 ordinary shares via his directorship/shareholding of
    Energy Minerals, which will represent approximately 2.78 per cent. of the enlarged issued share capital on Admission.

In addition, pursuant to their participations in the Fundraising, Mr Bird and Mr Campion will be issued with
66,666,666 Fundraising Warrants and 33,333,333 Fundraising Warrants respectively (together, the “Director
Warrants”) and Energy Minerals will be issued with 166,666,666 Fundraising Warrants (the “Energy Minerals
Warrants”).

Related Party Transactions
Mr Bird and Mr Campion are directors of the Company and the size of their respective participations in the
Fundraising, including the issue of the Director Warrants, are considered to be related party transactions
pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Laurence
Read, Daniel Smith and Evan Kirby, having consulted with the Company’s Nominated Adviser, Strand Hanson
Limited, consider the participations of Mr Bird and Mr Campion in the Fundraising, including the issue of the
Director Warrants, to be fair and reasonable insofar as the Company’s shareholders are concerned.

Energy Minerals is an associate of Mr Campion and the size of its participation in the Fundraising, including
the issue of the Energy Minerals Warrants, is also considered to be a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Laurence Read, Daniel
Smith and Evan Kirby, having consulted with the Company’s Nominated Adviser, Strand Hanson Limited,
consider the participation of Energy Minerals in the Fundraising, including the issue of the Energy Minerals
Warrants, to be fair and reasonable insofar as the Company’s shareholders are concerned.

Appointment of Joint Broker
The Company announces that Brandon Hill Capital has been appointed as its Joint Broker with immediate
effect.

Broker Warrants
In addition, Turner Pope and Brandon Hill Capital have been issued with 300,000,000 warrants and 50,000,000
warrants respectively to subscribe for new Ordinary Shares at the Issue Price, exercisable for a period of three
years from Admission.

Admission to trading
Application will be made to the London Stock Exchange for the admission of the new Ordinary Shares to
trading on AIM and to the Johannesburg Stock Exchange for quotation of the new Ordinary Shares on AltX. It
is expected that admission will become effective and dealings commence on or around 5 April 2019.

Following Admission, the total issued ordinary share capital of the Company will comprise 11,976,876,317
Ordinary Shares.


Commenting today, Laurence Read, Executive Director of Europa Metals, said:
“Today’s fundraising allows Europa Metals to move its Toral project forward, with the planned commencement
of a diamond drilling campaign into the high-grade core of Toral. The programme will allow the Company to
increase its understanding of the high-grade lead, zinc and silver content at the centre of Toral in addition to
obtaining fresh metallurgical samples which could then be used for pre-marketing of the Toral concentrate.”


For further information on the Company, please visit www.europametals.com or contact:

Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923

Strand Hanson Limited (Nominated Adviser)
Rory Murphy / Matthew Chandler
T: +44 (0)20 7409 3494

Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker
T: +44 (0)20 3621 4120

Brandon Hill Capital Limited (Joint Broker)
Jonathan Evans / Oliver Stansfield
T: +44 (0)20 3463 5000


Sasfin Capital Proprietary Limited (a member of the Sasfin group)
Sharon Owens
T (direct): +27 11 809 7762

The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (“MAR”).

This announcement is not intended to, and does not, constitute or form part of any offer or invitation, or the
solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
in the United States of America or Australia or any jurisdiction in contravention of applicable law. The
Company’s securities have not been and will not be registered under the United States Securities Act of 1933
(the “1933 Act”) or under the securities laws of any State or other jurisdiction of the United States and may not
be offered, sold, re-sold, delivered, distributed or otherwise transferred, directly or indirectly, in or into, the
United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration is available.


United Kingdom
29 March 2019

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