Wrap Text
Result of Fundraising
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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 AIM: EUZ
Share code on the JSE: EUZ
ISIN: AU0000014342
("the Company")
Result of Fundraising
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND
OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
EUROPA METALS LTD IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
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 AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE
IN THE PUBLIC DOMAIN
Europa Metals, the European focused lead, zinc and silver developer announces that, further
to its announcement of 7.00 a.m. (London time) 8.00 a.m. (South African time) today, it has
successfully completed and closed the Fundraising (a portion of which is conditional on
Shareholder approval, as set out below).
The Fundraising has raised, in aggregate, gross proceeds of £1.5 million through the placing
of 19,527,920 Placing Shares to certain institutional and other investors and a subscription by
certain other investors directly with the Company of a further 10,472,080 Subscription Shares
in each case at a price of 5 pence per share (ZAR1.01).
The Fundraising is being conducted in two tranches with the initial tranche of new Ordinary
Shares being issued under the Company’s pre-existing share capital authorities and the
second tranche subject to shareholder approval at the Company’s forthcoming 2021 Annual
General Meeting. The two tranches (subject to passing of the requisite Resolutions in respect
of the second tranche) are being issued to subscribers to the Fundraising on a pro rata basis.
The net proceeds of the Fundraising will be utilised to progress the Company’s refocused
corporate and operational strategy and applied towards:
• Pursuing and assessing appropriate additional projects and potential transaction
opportunities: to support the Group’s corporate and strategic development as the Board
seeks to create shareholder value, via:
- Seeking a partial sale/earn-in/JV or similar third party agreement for the Toral
Project;
- Potential acquisitions with near term production/revenue or value realisation
point; or
- Potential low cost project acquisitions prospective in high demand
commodities such as copper, lithium, gold, iron or nickel in regions including
Europe, Australia, North America and select parts of Asia, Africa and South
America;
• To further progress and de-risk the Toral Project: initially pursuing further geotechnical
drilling to assess key areas for future plant location and potential tailings storage facilities
and to compliment metallurgical and waste analysis work (impacting future early years
production profile) and ongoing environmental impact assessment;
• Optional deployment: to be used at the Board’s discretion on the assessment of
potential acquisitions for corporate development or further work including metallurgy and
associated Toral Project studies; and
• General working capital: it is anticipated that the net proceeds of the Fundraising will
provide approximately 12 months of additional working capital for the Group excluding
any expenditure in respect of potential transaction opportunities.
As noted above, the Fundraising comprises a placing and subscription of new Ordinary Shares
to be effected in two tranches. Accordingly, the Company will issue 24,565,324 new Ordinary
Shares (the “First Fundraising Shares”), to raise gross proceeds of approximately £1.23
million, to participants in the Placing and Subscription under the Company’s pre-existing share
capital authorities to allot equity securities granted at the Company’s annual general meeting
held on 30 November 2020.
The Company intends to issue a further 5,434,676 new Ordinary Shares (the “Second
Fundraising Shares”), to raise gross proceeds of approximately a further £270,000. The issue
of the Second Fundraising Shares is conditional, inter alia, upon the approval of Shareholders
at the Company’s 2021 Annual General Meeting proposed to be held on or around 30
November 2021, formal notice of which will be notified to shareholders shortly. Subject to
Shareholder approval, the Second Fundraising Shares are expected to be admitted to trading
on AIM on or around 1 December 2021.
First Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the 24,565,324 First
Fundraising Shares to trading on AIM and to the Johannesburg Stock Exchange for quotation
on AltX. It is expected that admission will become effective and dealings in the First
Fundraising Shares commence on AIM at 8.00 a.m. on 1 November 2021 (or such later date
as may be agreed between the Company and the Bookrunner, but no later than 29 January
2022).
Following First Admission, the total number of Ordinary Shares in the capital of the Company
in issue will be 73,695,973 with voting rights. This figure may be used by Shareholders 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’s share capital pursuant to the
Company’s Constitution.
Second Admission and Total Voting Rights
Second Admission, comprising the Second Fundraising Shares, being 5,434,676 new
Ordinary Shares, is conditional upon, amongst other things, the passing of the Resolutions at
the Company’s forthcoming 2021 Annual General Meeting.
Application will be made to the London Stock Exchange for admission of the 5,434,676
Second Fundraising Shares to trading on AIM and to the Johannesburg Stock Exchange for
quotation on AltX. It is expected that admission will become effective and dealings in the
Second Fundraising Shares commence on AIM at 8.00 a.m. on or around 1 December 2021
(or such later date as may be agreed between the Company and the Bookrunner, but no later
than 29 January 2022).
Following Second Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 79,130,649 with voting rights. This figure may be used by
Shareholders 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’s share capital
pursuant to the Company’s Constitution.
The Fundraising Shares will be issued fully paid and will rank pari passu in all respects with
the Company’s existing Ordinary Shares.
Notice of 2021 Annual General Meeting
The Company will make a further announcement in due course with respect to the publication
of the formal notice of its 2021 Annual General Meeting with regards to seeking Shareholder
approval for, inter alia, the proposed issue of the Second Fundraising Shares and
replenishment of the Company’s share capital authorities. Once posted, the Notice will also
be made available on the Company’s website at: www.europametals.com.
Related Party Transaction
Pursuant to the abovementioned Fundraising, Deutsche Balaton Aktiengesellshaft (“DBA”) is
investing £328,604, via the Subscription, for 6,572,080 new Ordinary Shares. DBA is currently
an existing substantial shareholder of the Company and, accordingly, is considered to be a
related party under the AIM Rules for Companies (the “AIM Rules”). The participation of DBA
in the Fundraising is therefore deemed to constitute a related party transaction pursuant to
Rule 13 of the AIM Rules. Accordingly, the independent Directors of Europa Metals, being
Myles Campion, Laurence Read, Daniel Smith and Evan Kirby consider, having consulted with
Strand Hanson Limited, the Company’s Nominated Adviser, that the terms of DBA’s
participation in the Fundraising are fair and reasonable insofar as the Company’s
Shareholders are concerned.
Laurence Read, CEO of Europa Metals, commented:
“Today’s £1.5m (gross) Fundraising introduces new investors to Europa Metal’s shareholder
register, a number of which have experience within the natural resources sector. With the
support of the Company’s Shareholders, our refocused strategy going forwards is to seek to
generate value via a potential transaction(s) to augment our asset portfolio whilst continuing
to further de-risk and progress our Toral Project. We believe today’s Fundraising provides a
stable platform for Europa Metals as we seek to build on our operational success over the
course of the last twelve months.
“The Board will seek to secure and take advantage of attractive opportunities in what is
currently a very exciting resources market. With our existing Toral lead, zinc and silver project
already significantly progressed, we possess 100% of an excellent, high margin asset, located
in the EU and governed by relevant world class ESG regulations, that, subject to funding, can
be fast tracked into potential future production. With increasing interest in zinc as a next
generation battery metal we plan to assess and potentially introduce other, value accretive
project opportunities into the Company’s portfolio with a view to replicating our model of cost
effectively and efficiently advancing such projects along the value chain.”
Capitalised terms used but not otherwise defined in this announcement shall have the
meanings ascribed to such terms in the Company’s announcement made at 7.00 a.m. on 26
October 2021, unless the context requires otherwise.
United Kingdom
26 October 2021
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, CEO (UK)
T: +44 (0)20 3289 9923
Linkedin: Europa Metals ltd
Twitter: @ltdeuropa
Vox: Europametals
WH Ireland Limited (Joint Broker and Bookrunner)
Harry Ansell/Katy Mitchell/Sarah Mather
T: +44 (0)20 7 220 1666
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Turner Pope Investments (TPI) Limited (Joint Broker)
Andy Thacker/James Pope
T: +44 (0)20 3657 0050
Sasfin Capital Proprietary Limited (a member of the Sasfin group)
Sharon Owens
T (direct): +27 11 809 7762
Date: 27-10-2021 07:05:00
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