REG - Bluebird Mining Vnt. - Capital Reorganisation and Proposed Fundraise

Bluebird Mining VenturesAnnouncement

18/12/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251218:nRSR0257Ma&default-theme=true

RNS Number : 0257M  Bluebird Mining Ventures Ltd  18 December 2025

18 December 2025

 

Bluebird Mining Ventures Ltd

 

("BMV or the "Company")

 

Capital Reorganisation and Proposed Fundraise

 

Bluebird Mining Ventures (LSE: BMV), the gold streaming and treasury company,
is pleased to announce a proposed equity fundraise to raise £627,450 through
a placing and subscription (the "Fundraise"). In addition, the Company has
initiated a capital reorganisation programme to stabilise the balance sheet
and establish a structured funding framework to support the Company's revised
gold-focused streaming and treasury strategy.

 

The measures described below are at varying stages of implementation and are
being progressed in parallel. All transactions, arrangements and initiatives
referred to in this announcement are subject, where applicable, to regulatory
approvals, shareholder authorities and the UK prospectus regime.

 

These actions have been undertaken in coordination with Skylake Management LLP
("Skylake"), an investment vehicle controlled by the Company's Chief Executive
Officer, Sath Ganesarajah.

 

Fundraise and Acquisition of Legacy Loans

 

Placing and Subscription

 

The Company, subject to regulatory approvals, has completed a fundraise of a
total of £627,450, before expenses, by way of issue of 418,300,000 new
ordinary shares in the capital of the Company at 0.15 pence per share. Of the
total of the monies raised, £500,000 was via a Placement with CMC Markets UK
Plc ("CMC"), trading as CapX and the balance of £127,450 was via Subscription
by HNW sophisticated investors.

 

The Placing, Subscription and admission of new ordinary shares to trading
remains subject to regulatory approvals, shareholder authorities and the UK
prospectus regime and the Company will update the market further as
appropriate. The proceeds are expected to provide working capital and support
the Company's transition to its gold-focused strategy.

 

CMC acted as the Company's sole placing agent in respect of the Placing. BMV
is also pleased to announce that CMC has been appointed as the Company's joint
corporate broker.

 

Acquisition of Legacy Loans - Related Party Transaction

 

Two legacy loans totalling £200,000 and due in December 2025 have been
acquired by Skylake. Skylake has agreed, in principle, to extend repayment on
mutually agreed terms, with no additional interest or penalties. The
consolidation of these obligations under an aligned lender is intended to
remove near-term liquidity pressure and provide balance-sheet stability while
the Company advances its revised strategy.

 

The Board, excluding the interested director, reviewed the transaction under
the Company's related-party governance protocols and approved it on the basis
that the terms are fair and reasonable for shareholders.

 

 

Management and External Investor Equity Subscription Facility

 

In addition, the Company has established a framework for a £3.25 million
fixed-price equity subscription facility at 0.50 pence per share.

 

Key features include:

·      issuance in tranches at the discretion of the Company

·      participation by management, Skylake and selected unconnected
investors

·      flexibility in timing and sizing of equity issuance

·      structuring intended to support orderly capital formation in
compliance with applicable Listing Rules and regulatory requirements

 

Any equity subscriptions under this framework are conditional and subject to
the UK prospectus regime, applicable exemptions and regulatory approvals.
There is no guarantee that a prospectus will be published or that any such
subscriptions will complete.

 

Capital Formation Summary (Indicative)

 

The following issuances are envisaged as part of the broader funding
framework, subject to regulatory compliance:

·      418,300,000 shares at 0.15 pence raising £627,450

·      up to 650,000,000 shares at 0.50 pence under the equity
subscription framework

 

On completion of all such issuances, total shares in issue would be
1,931,983,704.

 

Intended Capital Reorganisation

 

Warrant Cancellation

 

Skylake has agreed to acquire two major blocks of deep-discount warrants,
comprising more than 80 per cent of warrants exercisable at 0.23 pence, from
former significant holders. It is intended that all such warrants acquired by
Skylake will be cancelled. The cancellation process is being progressed and,
once completed, is expected to remove a long-standing structural overhang and
support a simplified capital structure ahead of future institutional
engagement.

 

Skylake Shareholding

 

As part of the stabilisation and capital-structure actions described above,
Skylake expects to acquire up to 100,000,000 ordinary shares in the Company,
subject to completion of the relevant transactions. These shares are being
acquired in connection with the broader restructuring measures currently
underway.

 

Balance Sheet Stabilisation

 

Subject to completion of the relevant steps, Skylake has agreed to:

·      cancel all deep-discount warrants acquired by it

·      extend the assigned legacy loans on mutually agreed terms with no
additional interest or penalties

·      support the funding framework described below

 

Termination of Previous Line of Credit

 

The Company and Skylake have agreed to terminate the former line-of-credit
facility. That facility was structured for a discontinued digital-asset
strategy and is no longer aligned with the Company's regulated gold-streaming
and treasury focus.

 

Regulatory Position and Prospectus

 

The Company is admitted to trading on the London Stock Exchange Main Market.
All transactions, arrangements and initiatives referred to in this
announcement, including any proposed equity subscriptions, facilities,
placements or issuances of ordinary shares, are subject to the UK prospectus
regime, applicable exemptions, shareholder authorities and all relevant
regulatory requirements.

 

There can be no certainty that a prospectus will be published or approved, or
that any of the transactions described in this announcement will proceed, in
whole or in part.

 

Both the Company and potential subscribers note that, following changes to the
UK listing framework effective from 19 January, Main Market issuers have
increased flexibility in relation to further issuances of shares under their
existing listing arrangements. Any use of that flexibility by the Company will
remain conditional on compliance with the prospectus regime, applicable
exemptions and regulatory approvals.

 

Sath Ganesarajah, Chief Executive Officer of BMV, said: "This fundraise and
the capital reorganisation will give BMV a stronger foundation to advance its
growth strategy. With legacy instruments being addressed, near-term
liabilities stabilised and a structured funding framework being implemented,
the Company is progressing towards execution of its gold-streaming and
regulated treasury strategy, with the objective of generating long-term
exposure to physical gold in a disciplined and compliant manner."

 

 

For further information, please contact:

 Bluebird Mining Ventures Ltd
 Sath Ganesarajah, Chief Executive Officer  c/o +44 (0)20 4582 3500

 Gracechurch Group
 Harry Chathli, Alexis Gore, Anysia Virdi   +44 (0)20 4582 3500

The Company encourages all investors to share questions on this announcement
via its investor hub: https://bmvbtc.com/s/aca32f
(https://bmvbtc.com/s/aca32f)

 

About Bluebird Mining Ventures Ltd

Bluebird Mining Ventures (LSE: BMV) is a gold streaming and treasury company.
BMV's mission is to build and manage a gold-backed treasury through streaming
agreements, providing investors with exposure to physical gold without the
operational risk of mining.

 

BMV focuses on streams from producing assets within the ore concentrate to
bullion value chain. Its investments secure multi-year flows of gold that can
be recycled into new transactions. This model enables scalable exposure to
gold without capital expenditure, or execution risks.

 

Drawing on its heritage in gold, BMV combines the stability of physical
bullion with the benefits of a scalable, disciplined business model. With a
focus on prudent capital allocation and treasury management, BMV aims to
deliver sustainable, long-term value for shareholders.

 

For more information, please visit: www.bmvbtc.com

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CARDGBDDXUBDGUR



            Copyright 2019 Regulatory News Service, all rights reserved