REG - Adriatic Metals - Successful completion of equity fundraise

Adriatic MetalsAnnouncement

18/02/2025 07:30

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RNS Number : 4966X  Adriatic Metals PLC  18 February 2025

18 February 2025

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

 

Adriatic Metals PLC

('Adriatic Metals' or the 'Company')

SUCCESSFUL COMPLETION OF EQUITY RAISING

 

 

Adriatic Metals Plc (ASX:ADT, LSE:ADT1, OTCQX:ADMLF) is pleased to announce
the successful completion of its two-tranche institutional placement having
received firm commitments from investors to raise approximately A$80.0 million
(approximately US$50.0 1  million) ("Offer" or "Placement") via the issue of
20,512,821 CHESS Depositary Interests ("New CDIs") over new fully paid
ordinary shares in the Company ("New Ordinary Shares") at A$3.90 per New CDI
(the "Offer Price").

The Company intends to use proceeds from the Offer to secure long-lead items
to fast-track the Vares Processing Plant expansion, initiate studies and
workstreams at Rupice Mine related to support production growth and provide
spare capacity to mitigate risks during the ramp-up to nameplate production,
anticipated in H2 2025.

 

Adriatic's Managing Director and CEO, Laura Tyler commented:

"We are pleased to announce the successful completion of our recent capital
raise, a significant milestone that strengthens our ability to execute on our
strategic vision of increasing production at the Vares Silver Operation to
1.3Mtpa. This achievement reflects the confidence our investors have in our
company, our team, and the long-term value of our operations.

We would like to thank our shareholders - both new and existing - for their
trust and support. With this additional capital, we are well-positioned to
accelerate our initiatives, deliver growth and build a lasting positive legacy
for all our stakeholders."

 

 

 

Placement Details

The Placement will take place in two tranches:

·     Tranche 1 - A$43.3 million (US$27.0 million)(1) via the issue of
11,092,377 New CDIs, utilising the Company's placement capacity under ASX
Listing Rule 7.1 ("Tranche 1"); and

·     Tranche 2 - A$36.7 million (US$23.0 million)(1) via the issue of
9,420,444 New CDIs, subject to shareholder approvals which are to be sought at
a General Meeting ("GM") expected to be held in March 2025 ("Tranche 2").

A Notice of a GM to approve the resolutions required to implement Tranche 2 of
the Placement (the "Resolutions") will be set out in a circular which is
expected to be dispatched to shareholders on or around Wednesday 26 February
2025 in the UK and Thursday 27 February 2025 in Australia.

The New CDIs to be issued under Tranche 1 of the Placement will be issued
under the Company's existing placement capacity under ASX Listing Rule 7.1 and
are expected to be allotted and commence trading on the ASX on Tuesday 25
February 2025. The New CDIs to be issued under Tranche 2 of the Placement are,
subject to the passing of the Resolutions at the GM, expected to be allotted
and commence trading on the ASX on or around Thursday 20 March 2025.

The total number of New CDIs proposed to be issued under the Placement
represents 5.95% of the Company's issued capital after completion of both
tranches of the Placement.

Applications will also be made to the UK Financial Conduct Authority ("FCA")
for admission of the New Ordinary Shares to the Equity Shares (Transition)
Category of the Official List of the FCA and to the London Stock Exchange plc
for admission to trading of the New Ordinary Shares on its main market for
listed securities ("UK Admission"). It is expected that UK Admission of the
New Ordinary Shares to be issued under Tranche 1 of the Placement will become
effective at or around 8.00 a.m. on Tuesday 25 February 2025 and that dealings
in such New Ordinary Shares will commence at that time. It is further expected
that UK Admission of the New Ordinary Shares to be issued under Tranche 2 of
the Placement, subject to the passing of the Resolutions at the GM, will
become effective at or around 8.00 a.m. on Thursday 20 March 2025 and that
dealings in such New Ordinary Shares will commence at that time.

The New Ordinary Shares (and New CDIs representing the New Ordinary Shares)
will, when issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares and CDIs of the Company and will on
issue be free of all claims, liens, charges, encumbrances and equities.

The Company confirms that with effect from 25 February 2025, the Company's
issued share capital will comprise 335,569,260 ordinary shares of 1.3355 pence
each, with each share carrying the right to one vote. The Company does not
hold any ordinary shares in treasury.

The above figure of 335,569,260 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 of a change to their interest in the Company
under the FCA's Disclosure and Transparency Rules.

-ends-

Authorised by Laura Tyler, CEO and Managing Director of Adriatic Metals.

For further information please visit: www.adriaticmetals.com
(http://www.adriaticmetals.com/) ; email: info@adriaticmetals.com
(mailto:info@adriaticmetals.com) , @AdriaticMetals
(https://twitter.com/AdriaticMetals) on Twitter; or contact:

 Adriatic Metals PLC
 Klara Kaczmarek                                   Tel: +44 (0) 7859 048228

 GM - Corporate Development                        Klara.kaczmarek@adriaticmetals.com (mailto:Klara.kaczmarek@adriaticmetals.com)

 Burson Buchanan                                   Tel: +44 (0) 20 7466 5000
 Bobby Morse / Oonagh Reidy                        adriatic@buchanan.uk.com (mailto:adriatic@buchanan.uk.com)
 Canaccord Genuity (Australia) Limited
 Jeremy Dunlop / James Asensio / Stefan Collins    Tel: +61 2 9263 2700

 RBC Europe Limited
 Farid Dadashev / James Agnew / Jamil Miah         Tel: +44 (0) 20 7653 4000

 Stifel Nicolaus Europe Limited
 Ashton Clanfield / Callum Stewart / Varun Talwar  Tel: +44 (0) 20 7710 7600

 Sodali & Co
 Cameron Gilenko                                   Tel: +61 466 984 953

 

MARKET ABUSE REGULATION DISCLOSURE

The information contained within this announcement is deemed by the Company
(LEI: 549300OHAH2GL1DP0L61) to constitute inside ‎information for the
purpose of Article 7 of EU Market Abuse Regulation (EU) No. 596/2014 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended. The person ‎responsible for arranging and authorising the
release of this announcement on behalf of the Company is Laura Tyler, CEO and
Managing Director.

 

DISCLAIMER

This announcement has been prepared by the Company based on information from
its own and third party sources and is not a disclosure document. No party
other than the Company has authorised or caused the issue, lodgement,
submission, despatch or provision of this announcement, or takes any
responsibility for, or makes or purports to make any statements,
representations or undertakings in this announcement. Except for any liability
that cannot be excluded by law, the Company and its related bodies corporate,
directors, employees, servants, advisers and agents disclaim and accept no
responsibility or liability for any expenses, losses, damages or costs
incurred by you relating in any way to this announcement including, without
limitation, the information contained in or provided in connection with it,
any errors or omissions from it however caused, lack of accuracy,
completeness, currency or reliability or you or any other person placing any
reliance on this announcement, its accuracy, completeness, currency or
reliability. Information in this announcement which is attributed to a
third-party source has not been checked or verified by the Company.  This
announcement is not a prospectus, disclosure document or other offering
document under Australian law or under any other law. It is provided for
information purposes and is not an invitation nor offer of shares or
recommendation for subscription, purchase or sale in any jurisdiction. This
announcement does not purport to contain all the information that a
prospective investor may require in connection with any potential investment
in the Company. It should be read in conjunction with, and full review made of
the Company's disclosures and releases lodged with the Australian Securities
Exchange (ASX) and available at www.asx.com.au (http://www.asx.com.au/) .
Each recipient must make its own independent assessment of the Company before
acquiring any shares in the Company.

Not investment advice

This announcement does not provide investment advice or financial product
advice.  Each recipient of the announcement should make its own enquiries and
investigations regarding all information in this announcement including but
not limited to the assumptions, uncertainties and contingencies which may
affect future operations of the Company and the impact that different future
outcomes might have on the Company. Information in this announcement is not
intended to be relied upon as advice to investors or potential investors and
has been prepared without taking account of any person's individual investment
objectives, financial situation or particular needs. Before making an
investment decision, prospective investors should consider the appropriateness
of the information having regard to their own investment objectives, financial
situation and needs and seek legal, accounting and taxation advice appropriate
to their jurisdiction. The Company is not licensed to provide financial
product advice in respect of its securities.

Forward looking information

This announcement contains forward-looking statements. Wherever possible,
words such as "intends", "expects", "scheduled", "estimates", "anticipates",
"believes", and similar expressions or statements that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved, have been used to identify these forward-looking statements.
Although the forward-looking statements contained in this announcement reflect
management's current beliefs based upon information currently available to
management and based upon what management believes to be reasonable
assumptions, the Company cannot be certain that actual results will be
consistent with these forward-looking statements. Forward-looking statements
necessarily involve significant known and unknown risks, assumptions and
uncertainties that may cause the Company's actual results, events, prospects
and opportunities to differ materially from those expressed or implied by such
forward-looking statements. Accordingly, prospective investors should not
place undue reliance on forward-looking statements. Any forward-looking
statements are made as of the date of this announcement, and the Company
assumes no obligation to update or revise them to reflect new events or
circumstances, unless otherwise required by law.

JORC compliance statements

It is a requirement of the ASX Listing Rules that the reporting of ore
reserves and mineral resources in Australia comply with the Joint Ore Reserves
Committee's Australasian Code for Reporting of Mineral Resources and Ore
Reserves ("JORC Code"). Investors outside Australia should note that while ore
reserve and mineral resource estimates of the Company in this document comply
with the JORC Code (such JORC Code-compliant ore reserves and mineral
resources being "Ore Reserves" and "Mineral Resources" respectively), they may
not comply with the relevant guidelines in other countries and, in particular,
do not comply with (i) National Instrument 43-101 (Standards of Disclosure for
Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI
43-101 Standards"); or (ii) Item 1300 of Regulation S-K, which governs
disclosures of mineral reserves in registration statements filed with the SEC.
Information contained in this document describing mineral deposits may not be
comparable to similar information made public by companies subject to the
reporting and disclosure requirements of Canadian or US securities laws.

Investment risk

There are a number of risks specific to the Company and of a general nature
which may affect the future operating and financial performance of the Company
and the value of an investment in the Company. An investment in new securities
is subject to known and unknown risks, some of which are beyond the control of
the Company. The Company does not guarantee any particular rate of return or
the performance of the Company. Investors should have regard to the risk
factors outlined in its investor presentation of today's date under the
section titled "Risks" when making their investment decision.

Financial data

All dollar values are in Australian dollars (A$, AU$ or AUD) unless otherwise
stated. The information contained in this announcement may not necessarily be
in statutory format. Amounts, totals and change percentages are calculated on
whole numbers and not the rounded amounts presented. Past performance,
including past share price performance of the Company and the pro forma
historical financial information provided in this announcement is for
illustrative purposes only and is not represented as being indicative of the
Company's views on its future financial condition and/or performance. The pro
forma historical financial information has been prepared by the Company in
accordance with the measurement and recognition requirements, but not the
disclosure requirements, of applicable accounting standards and other
mandatory reporting requirements in Australia. Past performance of the Company
cannot be relied upon as an indicator of (and provides no guidance as to) the
future performance of the Company. Nothing contained in this announcement nor
any information made available to you is, or shall be relied upon as a
promise, representation, warranty or guarantee, whether as to the past,
present or future.

Disclaimer

Canaccord Genuity (Australia) Limited, RBC Europe Limited and Stifel Nicolaus
Europe Limited have been appointed to act as joint lead managers and
bookrunners to the Placement ("Joint Lead Managers").

To the maximum extent permitted by law, the Company and the Joint Lead
Managers and their respective related bodies corporate and affiliates, and
their respective officers, directors, employees, agents and advisers (in
respect of the Joint Lead Managers, the "Joint Lead Manager Parties"): (i)
disclaim all responsibility and liability (including, without limitation, any
liability arising from fault, negligence or negligent misstatement) for any
loss (including consequential or contingent loss or damage) arising from this
announcement or reliance on anything contained in or omitted from it or
otherwise arising in connection with this announcement ; (ii) disclaim any
obligations or undertaking to release any updates or revision to the
information in this announcement to reflect any change in expectations or
assumptions; and (iii) do not make any representation or warranty, express or
implied, as to the accuracy, reliability, completeness of the information in
this announcement or that this announcement contains all material information
about the Company, the Placement or that a prospective investor or purchaser
may require in evaluating a possible investment in the Company or acquisition
of shares in the Company, or likelihood of fulfilment of any forward-looking
statement or any event or results expressed or implied in any forward-looking
statement. The Joint Lead Manager Parties have not independently verified the
information in this announcement and take no responsibility for any part of
this announcement or the Placement. Statements made in this announcement are
made only at the date of the announcement. The Company is under no obligation
to update this announcement. The information in this announcement remains
subject to change by the Company without notice. By accepting this
announcement, you represent, warrant and agree that you have not relied on any
statements made by the Joint Lead Manager Parties in relation to the
Placement.

The Joint Lead Manager Parties take no responsibility for the Placement and
make no recommendations as to whether any person should participate in the
Placement nor do they make any representations or warranties (express or
implied) concerning the Placement, and they disclaim (and by accepting this
announcement you disclaim) any fiduciary relationship between them and the
recipients of this announcement , or any duty to the recipients of this
announcement or participants in the Placement or any other person. The Joint
Lead Manager Parties have not authorised, permitted or caused the issue,
submission, dispatch or provision of this announcement and, for the avoidance
of doubt, and except for references to their name, none of the Joint Lead
Manager Parties makes or purports to make any statement in this announcement
and there is no statement in this announcement which is based on any statement
by any of them. The Joint Lead Manager Parties may rely on information
provided by or on behalf of institutional investors in connection with
managing, conducting and underwriting the Placement and without having
independently verified that information and the Joint Lead Manager Parties do
not assume any responsibility for the accuracy or completeness of that
information. The Joint Lead Manager Parties may have interests in the
securities of the Company, including by providing corporate advisory services
to the Company. Further, the Joint Lead Manager Parties may act as market
maker or buy or sell those securities or associated derivatives as principal
or agent.

You acknowledge and agree that determination of eligibility of investors for
the purposes of the Placement is determined by reference to a number of
matters, including legal and regulatory requirements, logistical and registry
constraints and the discretion of the Company and the Joint Lead Managers and
each of the Company and the Joint Lead Managers (and their respective related
bodies corporate, affiliates, officers, directors, employees, agents and
advisers) disclaim any duty or liability (including for negligence) in respect
of the exercise or otherwise of that discretion, to the maximum extent
permitted by law.

In connection with the Placement, one or more investors may elect to acquire
an economic interest in the new shares ("Economic Interest"), instead of
subscribing for or acquiring the legal or beneficial interest in those
shares.  A Joint Lead Manager (or its affiliates) may, for its own account,
write derivative transactions with those investors relating to the new shares
to provide the Economic Interest, or otherwise acquire shares in the Company
in connection with the writing of such derivative transactions in the
bookbuild and/or the secondary market.  As a result of such transactions, a
Joint Lead Manager (or its affiliates) may be allocated, subscribe for or
acquire new shares or shares of the Company in the bookbuild and/or the
secondary market, including to hedge those derivative transactions, as well as
hold long or short positions in such shares.  These transactions may,
together with other shares in the Company acquired by a Joint Lead Manager or
its affiliates in connection with its ordinary course sales and trading,
principal investing and other activities, result in the Joint Lead Manager or
its affiliates disclosing a substantial holding and earning fees.

The Joint Lead Managers and their respective affiliates are full service
financial institutions engaged in various activities, which may include
trading, financial advisory, investment management, investment research,
principal investment, hedging, market making, brokerage and other financial
and non-financial activities and services including for which they have
received or may receive customary fees and expenses or other transaction
consideration.  In the course of these activities, the Joint Lead Managers
and their respective affiliates may at any time for their own account and for
the accounts of their clients make or hold investments in equity securities or
other financial products of the Company or its affiliates, and receive
customary fees and expenses or other transaction consideration in respect of
such activities.  The Joint Lead Managers are acting as managers and
underwriters to the Placement for which they have received or expect to
receive fees and reimbursement of expenses.

International Offer Restrictions

Investors should have regard to the International Offer Restrictions outlined
in the Company's investor presentation of 17 February 2025 under the section
titled "International Offer Restrictions".

Investors in the United Kingdom

In the United Kingdom this announcement is for information purposes only and
investment activities to which this announcement relates are directed only at
persons whose ordinary activities involve them acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are:  qualified investors as defined under Article 2(e) of
the UK version of the Prospectus Regulation (EU) 2017/1129, which forms part
of the domestic law by virtue of European Union (Withdrawal) Act 2018, as
amended ("UK Prospectus Regulation"), who are also (i) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and other
persons falling within Article 49(2)(a) to (d) of the Order (together,
"Relevant Persons").

In the United Kingdom any investment or investment activity to which this
announcement relates is only available to, and will be engaged in only with,
Relevant Persons. This announcement is being distributed and communicated to
persons in the UK ‎only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
All offers of the New CDIs over New Ordinary Shares will be made pursuant to
an exemption under the UK ‎Prospectus Regulation from the requirement to
produce a prospectus.

Neither this announcement nor any other document relating to the Placement has
been delivered for ‎approval to the FCA in the United Kingdom and no
prospectus (within ‎the meaning of section 85 of FSMA) has been published or
is intended to be published in respect of the New CDIs over New Ordinary
Shares.‎

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

Not an offer in the United States

This announcement has been prepared for publication in Australia and the
United Kingdom and may not be released to US wire services or distributed in
the United States. This announcement does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in the United States or any
other jurisdiction. Any securities described in this announcement have not
been, and will not be, registered under the US Securities Act of 1933 and may
not be offered or sold in the United States except in transactions exempt
from, or not subject to, registration under the US Securities Act and
applicable US state securities laws.

 

 

 1  Conversion at USDAUD FX rate of 0.625 as at 17 February 2025

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