REG - Aterian PLC - Issue of CLN and potential Director Dealing

AterianAnnouncement

02/05/2024 17:30

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RNS Number : 0770N  Aterian PLC  02 May 2024

02 May 2024

 

Issue of CLN and potential Director Dealing

 

Aterian Plc

("Aterian" or the "Company")

 

Aterian Plc (LSE: ATN), the critical metal-focused exploration and development
company, announces that it intends to raise a minimum of £ 500,000 through
the issuance of convertible loan notes ("CLN") convertible into newly
authorised and issued shares of the Company at a fixed price of 0.70 pence per
ordinary share of 1p each in the capital of the Company ("Ordinary Shares")
(the "Fundraise").  The proposed Fundraise is being carried out to bolster
the Company's financial flexibility and enable it to accelerate the planned
Agdz exploration drill programme in Morocco and advance operations in Rwanda
and Botswana.

 

Highlights:

 

·      The Company proposes to raise a minimum of £ 500,000 through the
issue of the CLNs, which are convertible at 0.7p ("Conversion Price"), a 12 %
premium to the mid-market closing price of Ordinary Shares as of 1 May 2024.

·      The CLN is intended to raise capital at a time when the market
price of Ordinary Shares is lower than the par value of the Ordinary Shares,
impeding a conventional equity raise in the short term.

·      The Company will use its reasonable endeavours to publish an FCA
approved prospectus ("Prospectus") as soon as possible after the Fundraise to
avoid or minimise any potential interest payments and, in any event, to make
an initial submission of a prospectus to the FCA prior to 31 December 2024.

·      The Company intends to execute the necessary actions to avoid
paying any interest on the CLN. However, the CLN shall bear interest at the
rate of 1% per calendar month which shall begin to accrue with effect from the
first calendar day falling two (2) calendar months after the issue of the CLNs
and at an increased rate of 2% per calendar month from the first calendar day
falling five (5) calendar months after the issue of the CLNs. Interest is to
be paid in cash or shares at the Conversion Price at the option of the
Noteholder.

·      The CLN is to convert automatically into ordinary shares upon the
Company passing shareholder resolutions to approve changes to the share
capital designed to lower the nominal value of the Ordinary Shares relative to
the share price and the Company publishing  a Prospectus (with the conversion
taking place after that later event), and the Company is obliged under the
terms of the CLN to hold the general meeting to re-organise the share capital
of the Company prior to 30 June 2024.

·      The CLNs will contain an option for the CLN holder to convert
prior to publication of a Prospectus, and there is also a proposed early
redemption upon an event of default or a change of control at 105% of the
principal.

·      The CLNs are to be redeemable in cash on 30 June 2025 if not
converted prior to this date.

 

Application to Deal

The Company has received an application from Simon Rollason, a director of the
Company, to sell (conditional upon the release of this announcement) Ordinary
Shares. The Company has granted this permission for a period of three business
days provided that Mr Rollason complies with his PDMR obligations. Mr Rollason
has expressed that he intends to utilise any proceeds from the sale to
participate in the Fundraise. The Company will provide a further update if Mr
Rollason notifies the Company that he has traded any shares in the Company.

 

Charles Bray, Chairman of Aterian, commented:

"We are incredibly grateful to have the strong support of investors willing to
acquire such a significant stake of the equity in the Company at 0.70p, a
significant premium to the prevailing share price. The investors recognise
that the Aterian story is continuing to develop along the strategic lines that
the directors have envisioned. This effective placing allows us to progress
with our very exciting plans. We have grown the portfolio in excellent
jurisdictions with a focus on critical metals, lithium and copper. We have
entered into our first (of many intended) joint ventures with Rio Tinto on a
very exciting lithium project in Rwanda, and we are fast developing copper
projects in Morocco and Botswana and a cash flow generating metals trading
business in the fullness of time. The issue of equity capital via the CLN will
provide us with the funds to achieve our short-term goals and we look forward
to getting our drill programme underway on the Agdz Cu-Ag project in Morocco
in the next few months."

 

- ENDS -

 

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

For further information, please visit the Company's website:
www.aterianplc.com (http://www.aterianplc.com) or contact:

 

Aterian Plc:

Charles Bray, Executive Chairman - charles.bray@aterianplc.com
(mailto:charles.bray@aterianplc.com)

Simon Rollason, Director - simon.rollason@aterianplc.com
(mailto:simon.rollason@aterianplc.com)

 

Financial Adviser and Joint Broker:

Novum Securities Limited

David Coffman / George Duxberry

Colin Rowbury

Tel: +44 (0)207 399 9400

 

Joint Broker:

SP Angel Corporate Finance LLP

Ewan Leggat / Adam Cowl

Tel: +44 20 3470 0470

 

Financial PR:

Bold Voodoo - ben@baldvoodoo.com

Ben Kilbey

Tel: +44 (0)7811 209 344

Notes to Editors:

About Aterian plc

www.aterianplc.com (http://www.aterianplc.com)

 

Aterian plc is an LSE-listed exploration and development company with a
diversified African portfolio of critical metals projects.

Aterian plc is actively seeking to acquire and develop new critical metal
resources to strengthen its existing asset base whilst supporting ethical and
sustainable supply chains as the world transitions to a sustainable, renewable
future. The supply of these metals is vital for the development of the
renewable energy, automotive and electronic manufacturing sectors that are
playing an increasing role in reducing carbon emissions and meeting climate
ambitions globally.

 

The Company has entered into a joint venture agreement with Rio Tinto Mining
and Exploration Limited for Rio Tinto to earn into the HCK project in
southern Rwanda and holds two further partnerships in Rwanda exploring and
developing lithium-tantalum-niobium-tin mining operations. Aterian currently
holds a portfolio of multiple copper-silver and base metal projects in the
Kingdom of Morocco, with a total area of 897 km(2). In January 2024, the
Company announced the acquisition of a 90% interest in Atlantis Metals. This
private Botswana registered company holds seven mineral prospecting licences
for copper-silver in the Kalahari Copperbelt and three for lithium brine
exploration in the Makgadikgadi Pans region. The total licence area in
Botswana is 4,486 km(2).

 

The Company's strategy is to seek new exploration and production opportunities
across the African continent and to develop new sources of critical mineral
assets for exploration, development, and trading.

 

 

 

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