Strategic investment from institutions replacing Sanderson Loan for dual listing
Eurasia Mining Plc, the iridium, osmium, palladium, platinum, rhodium, ruthenium and gold mining company, is pleased to announce that it has entered into a securities purchase agreement for a strategic private placement (the “Private Placement”) of 72,033,188 new ordinary shares of 0.1 p each in the Capital the Company (“Ordinary Shares”)and warrants (the “Warrants”) to purchase up to 72,033,188 ordinary shares (the “Warrant Shares”) to US and UK institutional investors (the “US and UK Institutions”) at the price of 4.37p per Ordinary Share (the “Placing Shares”) (5% discount to the latest closing bid price) and at the price of 8.74p for associated Warrant (100% premium to the placing price), for gross proceeds of approximately £3.15m, or approximately US$4m (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 placing are intended to be used exclusively at the Company level to maintain the listing in London and to finance the planned launch of the dual listing of Eurasia in Kazakhstan on the Astana International Exchange (AIX), as announced via RNS dated 16 October 2024. This Private Placement allows the Company to cease using the 2.5p convertible Sanderson Facility (the “Sanderson Facility” – announced on 6 September 2024).
The Directors have decided to limit the size of the Private Placement relative to the authority granted at the latest Annual General Meeting to limit the shareholder dilution to the minimum extent possible and that allows the replacement of the Sanderson Facility sufficient to fully finance the AIX dual listing.
The Directors are undertaking the Private Placement at this time for the following reasons:
· Most of Commonwealth of Independent States (CIS) investors sold their equity in the Company in 2022 due to the changing geopolitical situation. The proposed AIX dual listing is intended to further improve liquidity and marketability of the Company, that is in the best interests of the Company and all shareholders;
· Replacing the Sanderson Facility is in the best interest of the Company and all shareholders,
· Considering the recent geopolitical pivot in the economic cooperation between US and Russia, having US Institutions invested in equity of Eurasia could give a number of strategic advantages, that the Directors believe is in the best interest of the Company and all shareholders,
· Taking into account American interest in the exploration of critical minerals in the Russian Arctic[1], where Eurasia’s Kola projects are located (including its Tier-12 NKT brownfield relaunch project[2]), it is in the best interest of the Company and all shareholders to increase awareness of US investors in Eurasia’s assets via equity participation in the Company itself.
The Warrants have an exercise price of 8.74p per ordinary share (100% premium to the placing price) and may be exercised at any time upon issuance and prior to the 2-year anniversary of the issuance date.
The total number of ordinary shares to be issued pursuant to the Private Placement, and assuming exercise of all of the Warrants, is 144,066,376 new Ordinary Shares, which would represent approximately 4.76% per cent of the Company’s enlarged fully diluted share capital of 3,023,448,110 Ordinary Shares.
Application for Admission & Total Voting Rights
The Placing Shares and Warrant Shares will rank pari passu in all respects with the Company’s 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 3 April 2025.
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 2,951,414,922 Ordinary Shares 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.
The Company has also extended the expiry date on 41,551,563 warrants over ordinary shares of 0.1p each in the Company by a further three months until 30 June 2025. These Warrants, which were granted to institutional investors on 23 September 2021, have an exercise price of 26p per share, being the Company’s share price at the time of grant.
Christian Schaffalitzky, Executive Chairman commented: “We are delighted to have US and UK institutions in Eurasia’s equity at this pivotal point of US strategic interest in critical minerals in Russian Arctic. This equity transaction will help to support our Astana dual listing and should increase the awareness of Russian mining assets among US strategic investors”.
“The Directors are grateful to Sanderson Capital Partners, who have been long term supporters of the Company.
The Private Placement also provides sufficient funding not only to launch the proposed AIX dual listing in Kazakhstan but also puts the Company in a stronger position to negotiate our long standing goal of completing the possible sale of our Russian mining assets. I look forward to providing our shareholders with further updates regarding the proposed dual listing as appropriate.”
ENQUIRIES:
Eurasia Mining Plc
Christian Schaffalitzky
+44 (0)207 932 0418
