REG - Canaccord GenuityLtd - Result of Secondary Placing

Atalaya MiningAnnouncement

01/04/2022 08:15

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RNS Number : 9172G  Canaccord Genuity Limited  01 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

1 April 2022

Placing of 30,706,233 existing ordinary shares in Atalaya Mining Plc

 

Canaccord Genuity Limited ("Canaccord Genuity") announces that it has
successfully completed the sale of 30,706,233 ordinary shares ("Placing
Shares") in Atalaya Mining Plc ("Atalaya") on behalf of ICBC Standard Bank Plc
("ICBCS") to institutional investors at a price of 320 pence per share. The
Placing Shares represent approximately 22.0% of Atalaya's entire issued share
capital and represents the entire holding of Yanggu Xiangguang Copper Co. Ltd
(via its subsidiary, Hong Kong Xiangguang International Holdings Ltd) in
Atalaya.

 

Canaccord Genuity acted as sole bookrunner in relation to the transaction.

 

This announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 as it forms part of UK domestic law
pursuant to the European Union (Withdrawal) Act 2018, as amended ("MAR").
Upon the publication of this announcement, this inside information is now
considered to be in the public domain.

Enquiries:

 Canaccord Genuity Limited                                +44 (0) 207 523 8000

 Sam Lucas

 James Asensio

 Henry Fitzgerald-O'Connor

 Thomas Diehl

 

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the
Placing of the Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. No action has been taken that would permit an offering of such
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

 

Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in the United Kingdom and in any member state
of the European Economic Area, persons who are qualified investors in such
member state within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors");
and (2) in the United Kingdom, Qualified Investors who (a) have professional
experience in matters relating to investments who fall within article 19(5) of
the Financial Services and Market Act 2000 (Financial Promotion) Order 2005
(as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the
Order or (c) are persons to whom an offer of the Placing Shares may otherwise
lawfully be made ("relevant persons").  The information regarding the Placing
set out in this announcement must not be acted on or relied on by persons in
the European Economic Area who are not Qualified Investors or by persons in
the United Kingdom who are not relevant persons. Any investment or investment
activity to which this announcement relates is available in the European
Economic Area only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.

 

In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in any
jurisdiction into which such offer or solicitation would be unlawful.

 

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.

 

No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.

 

This announcement is only directed at persons in Australia, who it is lawful
to offer the Placing Shares without disclosure under Chapter 6D of the
Australian Corporations Act (including those who are "sophisticated investors"
as set out in section 708(8) of the Australian Corporations Act or who are
"professional investors" as set out in section 708(11) of the Australian
Corporations Act), and where such action complies with all applicable laws,
regulations and directives and does not require any document to be lodged with
the Australian Securities and Investments Commission.

 

The offer and sale of securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable securities laws
of Australia, Canada, Japan or South Africa. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in Australia,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.

 

No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.

 

No prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, ICBCS,
Canaccord Genuity, or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for background
purposes only and does not purport to be full or complete.

 

In connection with the Placing, Canaccord Genuity or any of its Affiliates may
take up a portion of the Placing Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for its own account such
Placing Shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Canaccord Genuity and any of its
Affiliates acting as investor for its own account. Canaccord Genuity does not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

 

Canaccord Genuity is acting for ICBCS in connection with the Placing and
no-one else and they will not be responsible to anyone other than ICBCS for
providing advice in relation to the Placing or any other matter referred to in
this announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Canaccord Genuity or by any of its Affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on disposal of
the shares.  Acquiring Placing Shares to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.

 

 

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