REG - East Star Resources - Result of Oversubscribed WRAP Retail Offer

East Star ResourcesAnnouncement

10/06/2025 07:00

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RNS Number : 0959M  East Star Resources PLC  10 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EAST
STAR RESOURCES PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF EAST STAR RESOURCES PLC.

 

 

10 June 2025

 

East Star Resources

("East Star Resources" or the "Company")

 

Result of Oversubscribed WRAP Retail Offer

 

Over £0.6m raised from Subscription & Retail Offer

 

East Star Resources Plc (LSE:EST), which is exploring for copper and gold in
Kazakhstan, is pleased to announce the result of an oversubscribed WRAP Retail
Offer. Due to the significant level of demand, the Company is increasing the
amount it will accept from the WRAP Retail Offer to £340,992 and has
therefore raised aggregate gross proceeds from the Subscription (which has
also been increased) and WRAP Retail Offer of £622,292 (together, the
"Fundraise"). Accordingly, the Company will issue a total of 47,868,616 new
Ordinary shares at the Issue Price pursuant to the Fundraise.

 

Director Participation

 

Alexander Walker and Alexander ("Sandy") Barblett, who are Directors of the
Company, have both participated in the Subscription, subscribing in aggregate
for 1,846,154 new Ordinary shares (the "Directors' Subscription"). In the case
of the Director's Subscription, the remaining Directors are deemed to be
independent and consider the Director's Subscription to be fair and reasonable
insofar as the Company's shareholders are concerned. Following Admission (as
defined below), Mr Walker and Mr Barblett will own 12.87% and 0.77%
respectively of the Company's enlarged issued share capital. Further
information regarding each Director's participation in the Director's
Subscription follows in the Appendix below.

 

Admission and Total Voting Rights

Application has been made for the new Ordinary shares to be issued pursuant to
the Fundraise to be admitted to trading on the Main Market of the London Stock
Exchange and to listing to the equity shares (transition) category of the
FCA's Official List ("Admission"). Admission is expected to become effective
at 8 a.m. on or around 13 June 2025.

 

Upon Admission, the Company's issued Ordinary share capital will consist of
445,384,535 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Therefore, from Admission the total
number of Ordinary Shares and voting rights in the Company will be
445,384,535. With effect from Admission, this figure may 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 Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

The new Ordinary Shares to be issued pursuant to the Fundraise will be issued
free of all liens, charges and encumbrances and will, on Admission, rank pari
passu in all respects with the Company's existing Ordinary shares.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released on 5 June 2025. This announcement
should be read in its entirety. In particular, the information in the
"Important Notices" section of the announcement below should be read and
understood.

 

East Star Resources Plc

Alex Walker, Chief Executive Officer

Tel: +44 (0)20 7390 0234 (via Vigo Consulting)

 

SI Capital (Corporate Broker)

Nick Emerson

Tel: +44 (0)1483 413 500

 

Vigo Consulting (Investor Relations)

Ben Simons / Peter Jacob

Tel: +44 (0)20 7390 0234

 

Winterflood Retail Access Platform

Kaitlan Billings / Sophia Bechev

WRAP@winterflood.com

Tel: +44 (0)20 3100 0286

 

 

About East Star Resources Plc

 

East Star Resources is focused on the discovery and development of copper and
gold in Kazakhstan. East Star's management are based permanently on the
ground, supported by local expertise. The Company is pursuing three
exploration strategies:

 

·    Volcanogenic massive sulphide (VMS) exploration, which to date
includes a deposit with a maiden JORC MRE of 20.3Mt @ 1.16% copper, 1.54% zinc
and 0.27% lead, in an infrastructure-rich region, amenable to a low capex
development

·    Copper porphyry and epithermal gold exploration, with multiple
opportunities for Tier 1 deposits, initially supported by an initial US$500k
grant from BHP Xplor in 2024

 

·    Sediment-hosted copper exploration with Getech where the initial
targeting strategy is at no cost to East Star

 

Visit our website:

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

 

Follow us on social media:

LinkedIn: https://www.linkedin.com/company/east-star-resources/
(https://www.linkedin.com/company/east-star-resources/)

 

X: https://twitter.com/EastStar_PLC (https://twitter.com/EastStar_PLC)

 

Subscribe to our email alert service to be notified whenever East Star
releases news:

 

www.eaststarplc.com/newsalerts (http://www.eaststarplc.com/newsalerts)

 

The person who arranged for the release of this announcement was Alex Walker,
CEO of the Company.

 

This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market
Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR"). Upon the
publication of this announcement, this inside information (as defined in UK
MAR) is now considered to be in the public domain.

 

The Company's LEI number is: 2138001Y6SMQC8DX2B40

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the New Ordinary Shares is being made in the United States. The
New Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Shares to be issued or sold pursuant to the WRAP Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

Appendix

 

Director's Subscription - Additional Information

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Alexander Casey Walker
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         East Star Resources PLC
 b)  LEI                                                          2138001Y6SMQC8DX2B40
 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  Ordinary shares of 1 pence per share par value

     Identification code

                                                                  GB00BN92HZ16
 b)  Nature of the transaction                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  1.3 pence  692,308
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      9 June 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

9 June 2025

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Alexander Barblett
 2   Reason for the notification
 a)  Position/status                                              Chairman
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         East Star Resources PLC
 b)  LEI                                                          2138001Y6SMQC8DX2B40
 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  Ordinary shares of 1 pence per share par value

     Identification code

                                                                  GB00BN92HZ16
 b)  Nature of the transaction                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  1.3 pence  1,153,846
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      9 June 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

9 June 2025

f)

Place of the transaction

Outside a trading venue

 

 

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