REG - Eurasia Mining PLC - Fundraise to raise gross proceeds of circa £3.15m

Eurasia MiningAnnouncement

28/03/2025 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250328:nRSb6657Ca&default-theme=true

RNS Number : 6657C  Eurasia Mining PLC  28 March 2025

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE SERVICES OR IN THE UNITED
STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION NO.
596/2014 (AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS
UNDER ARTICLE 7 OF THAT REGULATION.

 

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR").  In
addition, market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the result that
certain persons became aware of such inside information, as permitted by UK
MAR.  Upon the publication of this Announcement, this inside information is
now considered to be in the public domain and such persons shall therefore
cease to be in possession of inside information.

 

EURASIA MINING PLC

("Eurasia" or "the Company")

Fundraise to raise gross proceeds of circa £3.15 million

Strategic investment from institutions replacing Sanderson Loan for dual
listing

28 March 2025

Eurasia Mining Plc ("Eurasia" or the "Company"), the iridium, osmium,
palladium, platinum, rhodium, ruthenium and gold mining company, is pleased to
announce that it has entered into a securities purchase agreement for a
strategic private placement (the "Private Placement") of 72,033,188 new
ordinary shares of 0.1 p each in the Capital the Company ("Ordinary
Shares")and warrants (the "Warrants") to purchase up to 72,033,188 ordinary
shares (the "Warrant Shares") to US and UK institutional investors (the "US
and UK Institutions") at the price of 4.37p per Ordinary Share (the "Placing
Shares")  (5% discount to the latest closing bid price) and at the price of
8.74p for associated Warrant (100% premium to the placing price), for gross
proceeds of approximately £3.15m, or approximately US$4m (not including any
gross proceeds from the exercise of the Warrants), before deducting placement
agent's fees and offering expenses.

The net proceeds of the placing are intended to be used exclusively at the
Company level to maintain the listing in London and to finance the planned
launch of the dual listing of Eurasia in Kazakhstan on the Astana
International Exchange (AIX), as announced via RNS dated 16 October 2024.
This Private Placement allows the Company to cease using the 2.5p convertible
Sanderson Facility (the "Sanderson Facility" - announced on 6 September
2024).

The Directors have decided to limit the size of the Private Placement relative
to the authority granted at the latest Annual General Meeting to limit the
shareholder dilution to the minimum extent possible and that allows the
replacement of the Sanderson Facility sufficient to fully finance the AIX dual
listing.

The Directors are undertaking the Private Placement at this time for the
following reasons:

·      Most of Commonwealth of Independent States (CIS) investors sold
their equity in the Company in 2022 due to the changing geopolitical
situation. The proposed AIX dual listing is intended to further improve
liquidity and marketability of the Company, that is in the best interests of
the Company and all shareholders;

·      Replacing the Sanderson Facility is in the best interest of the
Company and all shareholders,

·      Considering the recent geopolitical pivot in the economic
cooperation between US and Russia, having US Institutions invested in equity
of Eurasia could give a number of strategic advantages, that the Directors
believe is in the best interest of the Company and all shareholders,

·      Taking into account American interest in the exploration of
critical minerals in the Russian Arctic 1 , where Eurasia's Kola projects are
located (including its Tier-1(2) NKT brownfield relaunch project 2 ), it is in
the best interest of the Company and all shareholders to increase awareness of
US investors in Eurasia's assets via equity participation in the Company
itself.

The Warrants have an exercise price of 8.74p per ordinary share (100% premium
to the placing price) and may be exercised at any time upon issuance and prior
to the 2-year anniversary of the issuance date.

The total number of ordinary shares to be issued pursuant to the Private
Placement, and assuming exercise of all of the Warrants, is 144,066,376 new
Ordinary Shares, which would represent approximately 4.76% per cent of the
Company's enlarged fully diluted share capital of 3,023,448,110 Ordinary
Shares.

Application for Admission & Total Voting Rights

The Placing Shares and Warrant Shares will rank pari passu in all respects
with the Company's Ordinary Shares. Application will be made to the London
Stock Exchange for the Placing Shares to be admitted to trading on AIM
('Admission'). It is expected that Admission and settlement of the Private
Placement will occur on or about 3 April 2025.

As a result of the issue of the Placing Shares as described above, the issued
share capital of the Company, with voting rights, will consist of
2,951,414,922 Ordinary Shares assuming no exercise of the Warrants. As the
Company does not hold any shares in treasury, 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 share capital of the Company under the UK
Disclosure Guidance and Transparency Rules.

The Company has also extended the expiry date on 41,551,563 warrants over
ordinary shares of 0.1p each in the Company by a further three months until 30
June 2025. These Warrants, which were granted to institutional investors on 23
September 2021, have an exercise price of 26p per share, being the Company's
share price at the time of grant.

Christian Schaffalitzky, Executive Chairman commented: "We are delighted to
have US and UK institutions in Eurasia's equity at this pivotal point of US
strategic interest in critical minerals in Russian Arctic. This equity
transaction will help to support our Astana dual listing and should increase
the awareness of Russian mining assets among US strategic investors".

 

"The Directors are grateful to Sanderson Capital Partners, who have been long
term supporters of the Company.

The Private Placement also provides sufficient funding not only to launch the
proposed AIX dual listing in Kazakhstan but also puts the Company in a
stronger position to negotiate our long standing goal of completing the
possible sale of our Russian mining assets. I look forward to providing our
shareholders with further updates regarding the proposed dual listing as
appropriate."

 

ENQUIRIES:

Eurasia Mining Plc

Christian Schaffalitzky

+44 (0)207 932 0418

SP Angel Corporate Finance LLP (Nomad and Broker)

Jeff Keating / David Hignell / Adam Cowl

+44 (0)20 3470 0470

 

OAK Securities (Joint Broker)

Jerry Keen

+44 (0)203 973 3678

 

Yellow Jersey PR (Financial PR)

Charles Goodwin / Shivantha Thambirajah

+44 (0)207 932 0418

eurasia@yellowjerseypr.com

IMPORTANT NOTICES

This Announcement contains "forward-looking statements," which can be
identified by words like "may," "will," "likely," "should," "expect,"
"anticipate," "future," "plan," "believe," "intend," "goal," "seek,"
"estimate," "project," "continue" and similar expressions. Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on the Company's current beliefs, expectations
and assumptions regarding the future of its business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company's
control. The Company's actual results and financial condition may differ
materially from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements include, the
principal risks and uncertainties listed in our risk factors set forth in our
Annual report and accounts to the year ended 31 December 2020.

This Announcement or any part of it shall not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States and in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The securities mentioned herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "US
Securities Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. There will be no public offering of securities in the United States.

No prospectus required for the purposes of Regulation (EU) 2017/1129 ("EU
Prospectus Regulation") or Regulation (EU) 2017/1129 (as it forms part of
retained EU law as defined in the European Union (Withdrawal) Act 2018) ("UK
Prospectus Regulation") will be made available in connection with the matters
contained in this Announcement. In any member state of the European Economic
Area, this Announcement is only addressed to and directed at qualified
investors in that member state as defined in article 2(e) of the EU Prospectus
Regulation.

This Announcement, insofar as it constitutes an invitation or inducement to
enter into investment activity (within the meaning of section 21 of the U.K.
Financial Services and Markets Act 2000, as amended) in connection with the
securities which are the subject of the placing described in this Announcement
or otherwise, is being directed only at (i) persons who are outside the United
Kingdom or (ii) if in the United Kingdom, persons who are qualified investors
as defined in article 2(e) of the UK Prospectus Regulation who also (a) have
professional experience in matters relating to investments who fall within
Article 19(5) (investment professionals) of the U.K. Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(b) fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Order; or (iii) any other person to
whom it may lawfully be communicated (all such persons in (i) to (iii)
together being referred to as "specified persons"). Any person who is not a
specified person should not act or rely on this announcement or any of its
contents.

 1  For example, please refer to Bloomberg publication on 26 February 2025
"US, Russia Mull Cooperation on Arctic Trade Routes, Exploration"
(https://www.bloomberg.com/news/articles/2025-02-26/us-russia-mull-cooperation-on-arctic-trade-routes-exploration
(https://www.bloomberg.com/news/articles/2025-02-26/us-russia-mull-cooperation-on-arctic-trade-routes-exploration)
).

2 Tier-1 nickel mine is defined as a large (NPV above $1B), low-cost nickel
deposit with a long life that is considered to be "company making".

 2  "Brownfield mine relaunch" is defined as a mine that used to be in
production, which is currently on care and maintenance but can be relaunch
within a reasonably short period of time.

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  IOEDZGZFNRKGKZG