TIDMATN
RNS Number : 7636D
Eastinco Mining and Exploration PLC
24 October 2022
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This announcement is an advertisement that is being published in
connection with the admission of the Company's issued, and to be
issued ordinary share capital, to the standard segment of the
Official List and to trading on the London Stock Exchange PLC's
Main Market for listed securities ("Admission") in respect of which
the Company has published a prospectus dated 17 October 2022 which
is available from www.aterianplc.com ("Prospectus"). This
announcement is not and does not constitute or form part of, and
should not be construed as, an offer of securities for subscription
or sale in any jurisdiction nor a solicitation of any offer to buy
or subscribe for, any securities in any jurisdiction, nor shall it
or any part of it, or the fact of its distribution, form the basis
of or be relied on in connection with, any contract or commitment
whatsoever. This announcement does not constitute a recommendation
regarding any securities. Prospective investors should not
subscribe for or purchase any securities on the basis of this
announcement. Investors may invest in the Company's securities
solely on the basis of the information in the Prospectus (together
with any supplementary prospectus, if relevant,) including the risk
factors set out therein, provided that (i) they are not subject to
the laws of a jurisdiction in which the release, distribution,
publication, directly or indirectly, in whole or in part of this
announcement or the Prospectus might constitute a violation of the
relevant laws or regulations of such jurisdiction and (ii) their
subscription will not place the Company in breach of the laws of
the jurisdiction that apply to the prospective investor.
24 October 2022
Eastinco Mining and Exploration plc
("Eastinco" or the "Company")
Admission to trading on the Main Market and First Day of
Dealings,
Acquisition, Name Change and Delisting from AQSE Growth
Market
Acquisition of a portfolio of 15 Moroccan critical and strategic
metals projects
Closing of c. GBP850,000 fundraise
Eastinco Mining and Exploration plc (LSE: ATN), the exploration
and development company developing its portfolio of African-focused
critical and strategic metal assets, announces that its entire
issued ordinary share capital consisting of 964,694,093 ordinary
shares of 1p each in the capital of the Company ("Ordinary
Shares"), including 85,405,000 Ordinary Shares issued at 1 pence
per Ordinary Share pursuant to a placing arranged by Novum
Securities Limited, will today be admitted to the London Stock
Exchange's Main Market for listed securities (the "Admission") and
accordingly the Company's Ordinary Shares will no longer be
admitted to trading on the Access segment of the AQSE Growth
Market.
Dealing will commence at 8:00 a.m. today, 24 October 2022, under
the ticker "ATN" (ISIN: GB00BKS7ZV87). The Company will today file
an application to change its name to Aterian plc, which the Company
expects to take effect later this week and a further announcement
will be made once this is confirmed.
Highlights
-- Successful GBP854,050 fundraising through the issue of
85,405,000 Ordinary Shares at an issue price of 1p per share, with
net proceeds of GBP741,550 after settling advisory and broking
costs associated with the Admission.
-- Successful closing of a GBP500,000 working capital debt
facility provided by a trust connected to the Chairman of the
Company.
-- Following Admission, the Company will have 964,694,093
Ordinary Shares in issue (shareholders should use this figure 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, under the FCA's Disclosure Guidance
and Transparency Rules).
-- The acquisition of Aterian Resources Limited, an indirect
subsidiary of Elemental Altus Royalties Corp ("Elemental Altus") ,
a TSX Venture Exchange listed company, which will complete
immediately prior to Admission, sees the Company acquire a
portfolio of 15 copper-silver and base metal projects totalling an
area of 762 km(2) in the Kingdom of Morocco.
-- On Admission, Elemental Altus will become the Company's
largest shareholder, owning 25% of the Company's issued share
capital. A representative of Elemental Altus, Mr. Alister
Masterton-Hume, will at Admission join the board of the
Company.
-- Following Admission, the Company will change its name to Aterian Plc and its website will be www.aterianplc.com .
-- Mr. Kasra Pezeshki, the CIO at Britishvolt Limited, will be
appointed as a new Non-Executive Director of the Company at
Admission.
-- The Company provides investors with an opportunity to invest
in Africa and specifically the critical and strategic minerals
space, which the Company believes will grow over the coming decades
owing to the development of the renewable energy, automotive and
electronics manufacturing industries.
-- The Company also intends to develop its metals trading
business in Rwanda, complying with international supply chain
standards, as evidenced by the previously announced application to
join the International Tin Supply Chain Initiative ("ITSCI"), an
organisation committed to combatting the flow of conflict minerals
into global markets through the establishment of responsible supply
chains.
-- The proceeds of the fundraise are to be used to fund further
exploration across the acquired Morocco portfolio of copper and
silver assets, further exploration and development of the
tantalum-niobium and tin projects in Rwanda, and for general
working capital and administrative costs.
-- The Board believes that listing on the Main Market of the
London Stock Exchange represents a significant step for the Company
as it seeks to grow and create as well as ultimately realise value
for shareholders. Admission will increase the visibility of the
Company's activities and business as a whole, while the strong
reporting and compliance structures associated with the Main Market
will enhance the liquidity in the Company's shares as well as
improve the Company's access to capital.
Charles Bray, Executive Chairman of Eastinco, commented:
"We are excited to develop and explore in Africa's most
business-friendly countries, focusing on metals that are essential
to realising key strategic objectives for the green economy, as
well as global health and international security. We look forward
to applying the proceeds of the fundraise to the exploration of our
portfolio of assets with the aim of creating and realising
long-term value for the Company's shareholders.
"The Company is diversified by jurisdiction and commodity and
has a strong critical and strategic metal asset base, whilst
continuing to support ethical and sustainable supply chains. The
Board and management have significant technical and transactional
experience, which will be leveraged to potentially acquire and
develop undervalued strategic metal assets across Africa. The
Company intends to become an important supplier of commodities and
be integral to the development of the renewable energy, automotive
and electronic manufacturing sectors.
"I would also like to take this opportunity to welcome Alister
Masterton-Hume and Kasra Pezeshki to the Board at this significant
moment for the Company. Their experience and expertise will, no
doubt, be highly beneficial.
"As we now join the Main Market of the London Stock Exchange, I
look forward to engaging with a broader base of investors and
stakeholders. Our team should be rightly proud of their
achievements to date and, with them, I am excited about
successfully executing our growth strategy to realise significant
returns for shareholders."
Moroccan Assets
Morocco is rated as one of the most attractive jurisdictions for
mining investment in Africa by the Fraser Institute and the mining
sector is a significant contributor to the country's GDP and
exports.
The Company's new Moroccan assets comprise a portfolio of
critical and strategic metal assets, including copper and silver,
following the acquisition of battery metals-focused explorer
Aterian Resources Ltd, a wholly owned subsidiary of Elemental Altus
Royalties Corp, a TSX Venture Exchange listed company. Copper is
fundamental to the global economy through energy generation,
transmission infrastructure and energy storage, as well as in
construction, telecoms, and automobile manufacturing. The secure
and sustainable supply of copper and other commodities is
considered to be key for ensuring a sustainable global future and
to reducing the reliance on fossil fuels. Their demand is therefore
forecast to grow significantly in the long term, particularly
within the most mineral-intensive sectors, such as the electric
vehicle ("EV") industry.
Rwandan Assets
The Republic of Rwanda is a business-friendly jurisdiction with
a strong mining sector. The Company holds an interest in three
tantalum-niobium-tin projects. Tantalum ("Ta") and niobium ("Nb")
are used in the production of EVs and mobile devices. Tantalum has
a high resistance to corrosion and can keep its structure in
temperatures as high as 2,500(o) C, giving it wide-ranging
applications in the defence sector as well as the healthcare
industry (such as in pacemakers, auto defibrillators and hearing
aids). Rwanda is the world's third largest tantalum producer and,
in 2021, Rwanda was the second largest source of tantalum ore and
concentrate imports to the United States. Tin is also widely used
in electronics as well as lithium-ion batteries, including those
used in EVs.
Rwanda is a rapidly modernising country and one of Africa's
fastest-growing economies, with its GDP rising from US$752 million
in 1994 to US$11.07 billion in 2021 (World Bank), having averaged
growth of around 8 per cent per year.(1) Over the last 10 years,
Rwanda has implemented a successful business reform agenda creating
an environment that encourages new businesses. Rwanda currently
ranks 38(th) globally and 2(nd) in Africa in the World Bank Doing
Business Index.
The Company is in the process of joining the International Tin
Supply Chain Initiative which will further demonstrate the
Company's commitment to growth as part of a responsible mineral
supply chain. It will also support the Company's plans to establish
a metal trading operation. The Company will continue to grow,
create and realise value for its shareholders by advancing its
existing assets for exploration, development and trading.
(1) Republic of Rwanda, 2022 -
https://www.gov.rw/highlights/economy-and-business
-S -
For further information, please visit the Company's website:
www.eastinco.com or contact:
Eastinco Mining & Exploration Plc:
Charles Bray, Executive Chairman - charles.bray@eme-plc.com
Simon Rollason, Chief Executive Officer and Director -
simon.rollason@eme-plc.com
Financial Adviser and Broker:
Novum Securities Limited
David Coffman / George Duxberry
Colin Rowbury
Tel: +44 (0)207 399 9400
Financial PR:
Yellow Jersey PR - eastinco@yellowjerseypr.com
Tom Randell / Henry Wilkinson / Laurie Gellhorn
Tel: +44 (0)20 3004 9512
Notes to Editors:
About Eastinco Mining and Exploration plc
www.eastinco.com
Eastinco Mining and Exploration plc is an exploration and
development company with a diversified portfolio in Africa of
critical and strategic metals projects.
Eastinco Mining and Exploration plc is actively seeking to
acquire and develop new critical and strategic metal resources to
strengthen its existing asset base, whilst supporting ethical and
sustainable supply chains. The supply of these metals is vital for
the development of the renewable energy, automotive and electronic
manufacturing sectors that are playing an increasing role in
reducing carbon emissions and meeting climate ambitions
globally.
The Company currently has three joint ventures in Rwanda where
it is exploring and developing small-scale tantalum-niobium-tin
mining operations and will, on Admission, acquire Aterian Resources
Ltd, a wholly owned and battery metals-focused subsidiary of
Elemental Altus Royalties Corp (formerly Altus Strategies plc).
Aterian owns a portfolio of 15 copper and silver projects with a
project area of 762 km (2) in the Kingdom of Morocco. This
acquisition aligns with the Company's strategy to seek new
exploration and production opportunities across the African
continent and to develop new sources of strategic and critical
mineral assets for exploration, development, and trading.
Directors
-- Charles Bray (Executive Chairman);
Charles has over 30 years of experience primarily focused in
financial markets. A graduate of Yale University with a degree in
Economics, Charles originally worked for O'Connor & Associates
in both Philadelphia and New York as an exchange derivatives
trader. In 1994, he joined the London derivatives team of Paribas
Capital Markets, following which he joined Credit Suisse to manage
the Convertible Finance Group which specialised in structuring,
trading, and managing privately issued corporate debt, equity, and
equity-linked products with a focus on small-mid cap issuers. In
2002, Charles founded the alternative fund management and capital
markets boutique, Astin Capital Management Ltd. Charles joined the
board of Eastinco in 2019 to lead its strategic refocus and
recapitalisation which led to its move into Rwanda and the pursuit
of corporate transactions to improve its growth and
diversification.
-- Simon Rollason (CEO & Director);
Simon has 30 years of international exploration and mining
experience, having worked on a wide range of commodities and
geological terranes, developing & building projects and
companies. He completed a BSc (Hons) degree in Geology from the
University of the Witwatersrand, South Africa. He has broad
corporate exposure ranging from multinationals to junior and
start-up companies, with a strong operational background in African
countries and within the CIS. He has operated in both open pit and
underground mining environments, managed both surface and
underground exploration on greenfield to brownfield projects and
producing assets.
-- Kasra Pezeshki (Non-Executive Director);
Mr Pezeshki currently serves as the Chief Investment Officer at
Britishvolt, the UK's first large-scale Gigafactory, currently
under construction in Northumberland. Kasra has over 17 years of
experience in investment banking, structured finance, and private
equity at institutions such as UBP, Morgan Stanley, Adveq, Bank of
America and Enveq in London, New York, Geneva, and Zurich. As the
co-founder and director of Enveq Investments, Kasra has originated,
structured and executed deals for a wide range of clients varying
from corporates to family offices, as well as having made direct
investments in venture capital and private equity. Enveq
Investments continues to manage and own a portfolio of investment
companies active in healthcare, technology, entertainment, and real
estate, as well as being an early investor into Britishvolt. Kasra
holds a 1st Class BSc (Hons) degree from the Electrical and
Electronic Engineering Department of the University of
Hertfordshire and an MSc in Computer Science from Imperial College
London.
-- Simon Retter (Non-Executive Director);
Simon started his career at Deloitte in assurance and advisory,
qualifying as a chartered accountant before focusing on corporate
finance transactions and IPOs. In 2010, Simon was instrumental in
the listing of Paragon Diamonds Ltd on AIM and has maintained the
role of finance director since its inception. Simon has played a
critical role in numerous fundraisings, origination & execution
of corporate transactions including acquisitions over the last 4
years for Paragon. Simon is currently the CFO at Horizonte Minerals
Plc. Simon joined the board of Eastinco in June 2015.
-- Devon Marais (Non-Executive Director);
Devon is a South African National experienced in technology,
renewables and mining. He is the founder of a solar energy
provider, which solar powered over 300 homes in South Africa,
Malawi, Zambia and Uganda. Devon is the co-founder and managing
partner of Reba Group, which specialises in financing and
commercialising high-profile technologies in Africa. Devon joined
Eastinco as a non-executive director in June 2018, when ARQ took an
interest in the Company.
-- Alister Masterton-Hume (Non-Executive Director).
Alister is an experienced investment and business development
manager with over a decade of experience working in private equity
and capital markets in the natural resources industry. He has
gained international exposure to the sector through his roles as an
investment advisor at Morgans, Australia's largest corporate
broker, an investment manager at The Sentient Group, a US$2.7b
private equity fund focused on metals and mining, and as director
of business development at KoBold Metals, a data science-led
resource investment vehicle. Alister previously held board
positions for East Africa Copper and Meridian Mining (TSXV: MNO).
He holds a Bachelor of Commerce (Finance and Accounting) from
Sydney University and has completed level I of the CFA programme in
2020. Alister currently serves as the EVP Investments at Elemental
Altus Royalty Corp.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell, allot or issue, or any solicitation of
any offer to purchase or subscribe for, any securities in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as an inducement to enter into, any contract
or commitment therefor.
Recipients of this announcement who are considering subscribing
for or acquiring any Ordinary Shares in the Company are reminded
that any such acquisition or subscription must be made only on the
basis of the information contained in the Prospectus (or any
supplements prepared thereto). No reliance may be placed, for any
purpose whatsoever, on the information or opinions contained in
this announcement or on its completeness. To the fullest extent
permitted by applicable law or regulation, no undertaking,
representation or warranty, express or implied, is given by or on
behalf of the Company, Novum Securities Limited ("Novum") or their
parent or subsidiary undertakings or the subsidiary undertakings of
any such parent undertakings or any of their respective directors,
officers, partners, employees, agents, affiliates, representatives
or advisers or any other person as to the accuracy, sufficiency,
completeness or fairness of the information, opinions or beliefs
contained in this announcement and, save in the case of fraud, no
responsibility or liability is accepted by any of them for any
errors, omissions or inaccuracies in such information or opinions
or for any loss, cost or damage suffered or incurred, howsoever
arising, from any use, as a result of the reliance on, or otherwise
in connection with this announcement.
Novum, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company in connection
with the matters contained in this announcement and are not acting
for or advising any other person, or treating any other person as
their respective client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Novum, or advice to any other person in relation to the
matters contained herein. Such persons should seek their own
independent legal, investment and tax advice as they see fit. This
announcement does not constitute any form of financial opinion or
recommendation on the part of Novum or any of its affiliates and is
not intended to be an offer, or the solicitation of any offer, to
buy or sell any securities. Novum is not responsible for the
contents of this announcement or the Prospectus. This does not
exclude any responsibilities which Novum may have under the
Financial Services and Market Act 2000 or the regulatory regime
established thereafter. Novum has not authorised or approved the
contents of, or any part of, this announcement and no
representation or warranty, express or implied, is made by Novum or
their affiliates as to any of its contents.
This announcement and its contents are for information purposes
only and are directed at and is only being communicated to persons:
(a) in a member state of the European Economic Area, persons who
are, unless otherwise agreed by Novum, "qualified investors" as
defined in article 2(e) of the EU prospectus regulation (which
means regulation (EU) 2017/1129) (the "EU Prospectus Regulation");
(b) in the United Kingdom, persons who: (i) fall within the
definition of "qualified investors" of the EU Prospectus
Regulation, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended) ("EUWA") and
certain other implementing measures (such persons in (a) and (b)(i)
being "qualified investors"); and (ii) in addition, are either
"investment professionals" within the meaning of article 19(5) of
the Financial Services and Markets Act 2000 (financial promotion)
order 2005 (the "order"), or fall within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the order; and (c) persons falling outside of (a) and (b) above to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This
announcement must not be acted on or relied on by potential
investors. Persons into whose possession this announcement comes
are required by the Company and Novum to inform themselves about
and to observe any such restrictions.
Neither this announcement nor any copy of it may be (i) taken or
transmitted into or distributed, directly or indirectly, in the
United States (within the meaning of regulations made under the US
Securities Act of 1933, as amended), (ii) taken or transmitted
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securities laws or the laws of any such jurisdiction. The
distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
The Prospectus does not constitute an offer of securities for
sale in the United States. The Company's ordinary shares have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, into or
within the United States or to, or for the account or benefit of,
any "U.S. persons" as defined in Regulation S under the Securities
Act ("US Persons"), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States and in
a manner which would not require the Company to register under the
Investment Company Act. There will be no public offer of the
Ordinary Shares in the United States.
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