REG - Cloudbreak Discovery - Amendment to the Stateline Option Agreement
09/08/2022 12:00
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RNS Number : 4287V Cloudbreak Discovery PLC 09 August 2022
9 August 2022
Cloudbreak Discovery Plc
("Cloudbreak" or the "Company")
Amendment to the Stateline Option Agreement
Grant of Options and Warrants
Drawdown of Equity Line
Cloudbreak Discovery Plc (LSE: CDL), a leading natural resources project
generator with a focus on commodities required for the energy transition,
announces that the Company and Alianza Minerals Ltd (TSX-v: ANZ) have agreed
to amend the terms of the Stateline option agreement with Allied Copper Corp
(TSX-v:CPR) ("Allied") entered into on 9 February 2022.
Under the terms of the modified option agreement Allied will be able to delay
the issuance of shares ("Allied Shares") and warrants ("Allied Warrants")
whilst keeping the agreement in good standing should the issuance of the
Allied Shares or Allied Warrants make Cloudbreak or Alianza an insider of
Allied as defined by the TSX Venture Exchange. Additionally, the outstanding
Allied Shares will become payable to Alianza and Cloudbreak should either
party reduce its equity holding through sale or other type of divestiture, or
if additional shares are issued in Allied which would dilute either party's
holdings.
Grant of Options and Warrants
The Company has granted 7,250,000 options ("Options") and 2,950,000 warrants
("Warrants") over ordinary shares of 0.1 pence each in the Company to certain
of its directors, PDMRs, and other members of staff and consultants. The
Options and Warrants have an exercise price of 2.25 pence per share (being a
premium of 26.8% to the closing price on 8 August 2022). The Options can be
exercised at any time until the third anniversary of grant while the Warrants
can be exercised until the first anniversary of grant.
Following the grant of the Options and Warrants, the Company has 21,900,000
shares under option, and 26,171,692 warrants in issue, representing 4.09% and
4.88% of the current issued share capital respectively.
Drawdown of Equity Line
Additionally, the Company has elected to draw down £0.179 million of the £10
million Equity Line with Crescita Capital LLC ("Crescita") entered into on 16
February 2021. The shares have been issued at 1.79 pence per share resulting
in 10,000,000 million new ordinary shares being issued. The remaining capital
available to Cloudbreak through the Equity Line is £8.7 million.
The capital drawn down will be used to advance the Company's acquisitions of
energy royalties, lithium assets and bauxite projects globally.
The new ordinary shares will rank pari passu with the existing ordinary shares
of the Company. In accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Company's issued share capital consists of 536,001,976
Ordinary Shares of 0.1p, each with one voting right. The Company does not hold
any Ordinary Shares in treasury. Therefore, the total number of voting rights
in the Company is 536,001,976.
The above figure of 536,001,976 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.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
-ENDS-
For additional information please contact:
Cloudbreak Discovery PLC Tel: +1 604 428 9480
Kyler Hardy, CEO khardy@cloudbreakdiscovery.com (mailto:khardy@cloudbreakdiscovery.com)
Novum Securities Tel: +44 7399 9400
(Financial Adviser)
David Coffman / Lucy Bowden
Shard Capital Partners Tel: +44 207 186 9900
(Broker)
Damon Heath / Isabella Pierre
BlytheRay Tel: +44 207 138 3204 Cloudbreak@blytheray.com (mailto:Cloudbreak@blytheray.com)
(Financial PR/IR-London)
Tim Blythe
Megan Ray
Stellium Services Tel: +44(0)207 129 1205 Cloudbreak@StelliumServices.com (mailto:Cloudbreak@StelliumServices.com)
(Investor Relations)
www.StelliumServices.com (http://www.StelliumServices.com) Andrew Wilson
Claire Bowden
About Cloudbreak Discovery PLC
Cloudbreak Discovery PLC is a leading natural resources project generator
building value by evaluating and acquiring quality projects with a particular
focus on resources key to the energy transition. Our projects are developed
and managed by an experienced team with a proven track record of delivering on
mineral and energy investments. Cloudbreak's generative model enables a
multi-asset approach to investing and exploration with diversification across
commodities and jurisdictions as the key to withstanding the cycles of natural
resources investing.
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name 1) Samuel "Kyler" Hardy
2) Andrew Male
3) Paul Gurney
4) Emma Priestly
5) Rory Kutluoglu
6) David Robinson
7) Cam Bartsch
2 Reason for notification
a. Position/Status 1) Director
2) Director
3) NED
4) NED
5) PDMR
6) PDMR
7) PDMR
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Cloudbreak Discovery Plc
b. LEI 213800ZLZVEPOS7YID88
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 Options over Ordinary Shares of 0.1p each
ISIN Code: GB00B44LQR57
b. Nature of the transaction Grant of Options
c. Price(s) and volume(s) Price Volume
1) 1,250,000
2) 750,000
3) 750,000
4) 750,000
5) 1,250,000
6) 1,250,000
7) 1,250,000
d. Aggregated information
- Aggregated Volume N/A
- Price
e. Date of the transaction
8 August 2022
f. Place of the transaction Outside of a trading venue
d.
Aggregated information
- Aggregated Volume
- Price
N/A
e.
Date of the transaction
8 August 2022
f.
Place of the transaction
Outside of a trading venue
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