REG - Alba Mineral Resrcs. - GROC Update: Share Placing and Broker Option

Alba Mineral ResourcesAnnouncement

09/12/2022 08:15

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RNS Number : 1958J  Alba Mineral Resources PLC  09 December 2022

Alba Mineral Resources plc  

("Alba" or the "Company") 

 

GROC Update: Share Placing, Broker Option and Directors' Dealing

 

Alba Mineral Resources plc (AIM: ALBA) is pleased to note the announcement
today by its portfolio company, GreenRoc Mining plc ("GreenRoc") (AIM: GROC),
of the completion of a placing of 7,000,000 new ordinary shares which has
raised gross proceeds of £315,000 (before costs) (the "Placing"). The Placing
was undertaken at a price of 4.5 pence per share (the "Placing Price").
GreenRoc is also putting in place a broker option allowing subscriptions up to
£200,000 on the same terms and conditions as the Placing, with priority given
to existing GreenRoc shareholders.

 

Related Party Transaction

Participants in the Placing include GreenRoc Chief Executive Officer and
Director Stefan Bernstein, who has subscribed for 800,000 shares for a total
consideration of £36,000.  Mr Bernstein's subscription for Placing Shares in
GreenRoc (the "Subscription"), which is a subsidiary of the Company,
constitutes a related party transaction in respect of Alba pursuant to the AIM
Rules. The Directors of the Company consider, having consulted with SPARK
Advisory Partners Limited, the Company's nominated adviser, that the terms of
the Subscription are fair and reasonable insofar as the Company's shareholders
are concerned.

 

Alba Comment

Alba has not participated in the GreenRoc Placing as the funds raised in the
recent Alba fundraise (see the Alba RNS of 10 November 2022) have been
earmarked for operational preparations and feasibility studies at the
Clogau-St David's Gold Mine as well as due diligence costs and option fees in
respect of new, value-enhancing project acquisitions which are being actively
pursued. Alba may, however, elect to participate in future GreenRoc funding
rounds.  Upon completion of the GreenRoc Placing, Alba's shareholding in
GreenRoc will be 50.76%.

 

Alba Chairman, George Frangeskides, commented: "We are pleased to see GreenRoc
successfully complete its top-up placing.  We know that the proceeds will be
put to very good use in funding an accelerated development programme at
Amitsoq."

 

"One of the stated benefits to Alba of the GreenRoc IPO was that Alba would
continue to benefit from the considerable upside potential from the
development of the GreenRoc assets without having to underwrite the funding
commitments.  This has been borne out on this occasion, where Alba has been
able to limit dilution for its shareholders by only raising funds recently for
its own operating assets and leaving GreenRoc now to do the same for its
operating assets. This certainly does not mean, however, that we will not look
to participate in a future GreenRoc funding round, especially when better
market conditions prevail, as we are steadfast in our belief in the
fundamental strength of GreenRoc's assets."

 

 

The GreenRoc announcement is set out below without material changes. 

 

GreenRoc Mining plc

("GreenRoc" or the "Company")

 

Placing & Broker Option and Director Dealing

 

GreenRoc Mining Plc (AIM: GROC), a company focused on the development of
critical minerals projects in Greenland, is pleased to announce that it has
undertaken a placing of 7,000,000 new ordinary shares which has raised gross
proceeds of £315,000 (before costs) (the "Placing"). The Placing was
undertaken at a price of 4.5 pence per share (the "Placing Price"). The
Placing Price represents a discount of 13.5% to the closing price per GreenRoc
ordinary share of 5.2 pence on AIM on 8 December 2022 and a discount of 7.1%
to the volume weighted average price of GreenRoc ordinary shares of 4.846
pence in the 20 trading days up to and including 8 December 2022.

 

Participants in the Placing include GreenRoc Chief Executive Officer (CEO)
Stefan Bernstein, who has subscribed for £36,000 of shares. A significant
proportion of the Placing has been taken up by new investors introduced to the
Company by Mr Bernstein.

 

To provide shareholders and other investors who did not have the opportunity
to participate in the Placing to do so, the Company is also putting in place a
broker option allowing subscriptions up to £200,000 on the same terms and
conditions as the Placing with priority given to existing shareholders of the
Company ("Broker Option").  Further details of this are provided below.

 

The proceeds of the Placing will be used to support an accelerated development
programme at the Company's flagship Amitsoq Graphite Project in South
Greenland ('Amitsoq' or the 'Project'), one of the world's highest grade
graphite projects.  This includes environmental and social impact assessment
studies as part of the licencing application process, and further test work on
a 700kg bulk ore sample and marketing engagement as part of the
commercialisation process.

 

GreenRoc's CEO, Stefan Bernstein, commented:

"As the world races to hit net zero energy targets and demand for electric
vehicles rises, there is critical global demand for natural graphite of
Amitsoq's quality and grade. We are accordingly focused on fast-tracking this
world-class project into production and are delighted to have raised this
top-up funding to maintain our highly active development strategy.  2023 is
shaping up to be a significant year for GreenRoc, with an improved resource
update expected at Amitsoq early in the New Year and a number of workstreams
due to be completed as we advance the licensing application process and
further unlock the Project's commercial potential.  I believe our investment
proposition is strong, as underlined by my participation in the Placing and we
are delighted to have welcomed a number of new investors to our register
alongside our longer-term supporters.  Our focus now is to deliver on the
opportunities ahead."

 

Application for Admission to AIM

Application will today be made to the London Stock Exchange to admit the
Placing Shares to trading on AIM and admission is expected to occur on or
around 16 December 2022. The Placing Shares will when issued rank pari
passu with the Company's existing ordinary shares of 0.1 pence each.

 

Total Voting Rights

Following the issue of the Placing Shares, the enlarged issued share capital
of the Company will comprise 118,200,001 Ordinary Shares, each with one voting
right. The Company does not hold any Ordinary Shares in treasury, and
therefore, the total number of voting rights in the Company will be
118,200,001.

 

The above figure of 118,200,001 should 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 Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.

 

Directors' Dealing

Stefan Bernstein, Chief Executive Officer and a Director of the Company,
participated in the Placing in the amount of 800,000 shares for a total
consideration of £36k.

 

The table below sets out the details of the purchase of Ordinary Shares and
resulting shareholding following the purchase. The PDMR form is set out at
the bottom of this announcement.

 

 Director          Ordinary Shares in which the Placee is interested prior to the Placing  Number of Placing Shares subscribed for  Value of Placing Shares subscribed for  Ordinary Shares in which the Placee is interested following the Placing  % of Enlarged Share Capital
 Stefan Bernstein  Nil                                                                     800,000                                  £36,000                                 800,000                                                                  0.68%

 

Stefan Bernstein's subscription for Placing Shares (the "Subscription")
constitutes a related party transaction as defined by the AIM Rules. The
independent directors of the Company (being all directors of the Company other
than Stefan Bernstein) consider, having consulted with Cairn Financial
Advisers LLP, the Company's nominated adviser, that the terms of the
Subscription are fair and reasonable insofar as the Company's shareholders are
concerned.

 

Broker Option

A Broker Option has been put in place by the Company so that shareholders and
other investors who did not initially have the opportunity to participate in
the Placing may now do so on the same terms as the Placing, up to a total of
4,444,444 new ordinary shares ("Broker Option Shares") to raise up to
£200,000 (before costs).

 

Independent financial advisers, stockbrokers or other firms authorised by the
Financial Conduct Authority may apply to participate in the Broker Option, on
behalf of existing shareholders and other interested applicants. Independent
financial advisers, stockbrokers, or other firms authorised by the Financial
Conduct Authority, should communicate their interest in participating in the
Broker Option to Oval Money on 020 7392 1432.

 

Each application should state the number of Broker Option Shares that the
interested party wishes to acquire at the Placing Price and should be
submitted to OvalX no later than 12pm on 22 December 2022.

 

It is expected that, following allocations by OvalX (in consultation with the
Company), application will be made to the London Stock Exchange for the
relevant amount of Broker Option Shares to be admitted to trading on AIM
("Broker Option Admission"). Broker Option Admission is expected to become
effective and trading of the Broker Option Shares will commence at 8.00 a.m.
BST on 3 January 2023. Following Broker Option Admission, such Broker Option
Shares will rank pari passu with the existing Ordinary Shares.

 

 

 

 Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
 596/2014
 1     Details of the person discharging managerial responsibilities/person closely
       associated
 a.    Name                                                           Stefan Bernstein
 2     Reason for notification                                         

                                                                       

                                                                       
 a.    Position/Status                                                Chief Executive Officer
 b.    Initial notification/                                          Initial notification

       Amendment
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a.    Name                                                           GreenRoc Mining Plc
 b.    LEI

                                                                       213800OAVF2KQAD11380

                                                                       
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a.    Description of the financial instrument, type of instrument     

Identification Code                                           Ordinary shares of £0.001 each

                                                                      GB00BLD3C518

 b.    Nature of the transaction                                      Subscription for ordinary shares of £0.001 each
 c.    Price(s) and volume(s)
                                                                                  Price(s)    Volume(s)
        4.5 pence                                                                 800,000

 d.    Aggregated information

                                                                      N/A

 e.    Date of the transaction                                        9 December 2022
 f.    Place of the transaction                                       London, UK

 

**ENDS**  

 

For further information, please visit www.albamineralresources.com
(http://www.albamineralresources.com/)  or contact:  

 Alba Mineral Resources plc  

George Frangeskides, Executive Chairman
+44 20 3950 0725 

 SPARK Advisory Partners Limited (Nomad)   

Andrew Emmott 
                  +44 20 3368 3555 

 

OvalX (Broker)  

Thomas Smith
                  +44 20 7392 1494 

 St Brides Partners (Financial PR)  

Isabel de Salis / Catherine
Leftley
alba@stbridespartners.co.uk 

Alba's Projects and Investments

 Mining Projects Operated by Alba   Location   Ownership
 Clogau (gold)                      Wales      100%
 Dolgellau Gold Exploration (gold)  Wales      100%
 Gwynfynydd (gold)                  Wales      100%
 Limerick (zinc-lead)               Ireland    100%
 Investments Held by Alba           Location   Ownership
 GreenRoc Mining Plc (mining)       Greenland  54%
 Horse Hill (oil)                   England    11.765%

 

 

 

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