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.
The (“Private Placement”) of 41,551,563 new ordinary shares of the Company (the “Placing Shares”) and warrants (the “Warrants”) to purchase up to 41,551,563 new ordinary shares of the Company (the “Warrant Shares”) to institutional investors at a price of 26 pence per ordinary share and associated Warrant, being the closing mid-market price of the Company’s ordinary shares on 17 September 2021, for gross proceeds of approximately £11m, or approximately US$15m (not including any gross proceeds from the exercise of the Warrants), before deducting placement agent’s fees and offering expenses.
The net proceeds of the Private Placement are intended to be used primarily to finance the joint venture with Rosgeo (“Rosgeo JV”), as announced via RNS dated 26 March 2021, including Nyud, Moroshkovoe and other major Rosgeo JV platinum group metals (“PGM”) and battery metals open pit deposits.
The cash position of the Company prior to the Private Placement is about $20m with no debt and after significant investments made into the West Kytlim operating mines and plants expansion, as well as into the Monchetundra project as announced on 1 September 2021. The cash position of Eurasia after the Private Placement will be approximately US$35m.
After receiving a more sizable offer, the Directors have decided to limit the size of the Private Placement relative to the offer to minimise shareholder dilution and at the same time place the Company in a stronger position.
H.C. Wainwright & Co. is acting as the exclusive placement agent in the United States for the Private Placement.
The Warrants have an exercise price of 26 p per ordinary share and may be exercised at any time upon issuance and prior to the 3-year anniversary of the issuance date. The Warrants are expected to be issued on 23 September 2021.
The total number of ordinary shares to be issued pursuant to the Private Placement, and assuming exercise of all of the Warrants, is 83,103,126 new ordinary shares of 0.1 pence each in the Company (“Ordinary Shares”), which would represent approximately 2.87 per cent of the Company’s enlarged fully diluted share capital of 2,895,111,558 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. 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 23 September 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 2,853,559,995 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.
Christian Schaffalitzky, Executive Chairman commented: “The Directors are delighted that professional institutional investors offered to support Eurasia’s fundamentals and its strategic options, as we continue to develop the Company including the upcoming acquisitions of Nyud, Moroshkovoe and other significant Rosgeo JV PGM and battery metals open pit deposits. Furthermore, while our board and management continue to be significant shareholders, the Directors are confident that the Private Placement will further strengthen Eurasia’s negotiating position.”
James Nieuwenhuys, CEO and Managing Director commented: “We have decided to advance the Rosgeo JV, as its projects’ potential has become more evident during the course of the confirmatory work being done by Wardell Armstrong International in relation to both PGM and battery metals (nickel, copper and cobalt) that are future facing metals in relation to the fast-growing hydrogen and EV markets respectively.”
Eurasia Mining Plc
Christian Schaffalitzky/ Keith Byrne
+44 (0)207 932 0418
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.
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 2020 .
This Announcement or any part of it shall not cons ti tute or form part of any offer to issue or sell, or the solicita ti on of an offer to acquire, purchase or subscribe for, any securi ti es 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 Securi ti es Act of 1933, as amended (the ” US Securi ti es Act “), or with any securi ti es regulatory authority of any state or jurisdic ti on 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 exemp ti on from, or in a transac ti on not subject to, the registra ti on requirements of the US Securi ti es Act and in compliance with any applicable securi ti es laws of any state or other jurisdic ti on of the United States. There will be no public offering of securi ti es 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.
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