REG - Firering Strategic - Result of Placing and Subscription

Firering Strategic MineralsAnnouncement

24/03/2025 07:00

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RNS Number : 8339B  Firering Strategic Minerals PLC  24 March 2025

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF FIRERING STRATEGIC MINERALS PLC IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

24 March 2025

Firering Strategic Minerals Plc

("Firering", the "Company" or the "Group") (AIM:FRG)

 

Result of Placing and Subscription; Related Party Transactions; TVR

 

Firering, an exploration company focusing on strategic minerals, announces
that, further to its announcement of 4.34 p.m. (London time) on Friday 21
March 2025, it has successfully completed and closed the Placing and
Subscription to raise gross proceeds of c£2.014 million.

 

Result of the Placing

 

A placing agreement was entered into by the Company, Shard Capital Partners
LLP ("Shard") and Greenwood Capital Partners Limited on 21 March 2025. The
Placing has raised, in aggregate, gross proceeds of c£1.537 million through
the placing of 43,916,054 new ordinary shares of €0.001 each ("Ordinary
Shares") to certain investors at a price of 3.5 pence per share ("Placing
Price"). The Placing Price represents a discount of approximately 7.9 per
cent. to the Closing Price of 3.8 pence per Ordinary Share on 20 March 2025,
being the latest practicable business day prior to the publication of last
Friday's announcement.

 

Result of the Subscription

 

In addition, the Company has raised, in aggregate, gross proceeds of £477,000
through the conditional placing of 13,628,570 new Ordinary Shares in a
Subscription at the Placing Price.

 

However, due to the demand for the Placing Shares, the Company has utilised
substantially all of its current headroom in satisfying the issue of Placing
Shares.

The Subscription for the Subscription Shares is subject to approval by
shareholders of a resolution to increase the Company's share capital
authorities in general meeting. It is expected that such authority will be
sought at the Company's 2025 Annual General Meeting following publication of
the Annual Report for the year ended 31 December 2024, though the Directors
reserve the right to convene a general meeting ahead of that point.

Net Proceeds

 

The Company has raised approximately £1.41 million (net of expenses) under
the Placing. An additional gross amount of £0.477 million (£0.475 million
net) will be raised upon completion of the Subscription.

 

Related Party Transactions

 

Certain directors of the Company, together with their related parties, as set
out below, have conditionally subscribed for 3,142,856 Ordinary Shares at the
Placing Price in the Subscription.

 

 

 

 Name                Role                    Number of existing Ordinary Shares held  % of Existing Ordinary Share Capital  Number of Subscription  Shares to be subscribed*

 Youval Rasin        Non-Executive Chairman  16,442,891                               8.92%                                 1,428,571
 Yehoshua Shai Kol   CFO                       8,867,984                              4.81%                                 1,428,571
 Vassilios Carellas  Non-Executive Director    1,188,329                              0.64%                                 285,714

 

*these shares will be allotted following approval of share capital authorities
in a general meeting (as set out above), which is yet to be convened.

 

As Youval Rasin, Vassilios Carellas and Yehoshua Shai Kol ("Investing
Directors") are not considered independent for the purposes of AIM Rule 13,
Yuval Cohen and Remy Welschinger ("Independent Directors") have considered the
terms of the Subscription by the investing Directors for the purposes of AIM
Rule 13. The Independent Directors consider, having consulted with SPARK, the
Company's nominated adviser, that the terms of the Subscription by the
Investing Directors are fair and reasonable insofar as Shareholders are
concerned.

 

Issue of Shares to Advisors

 

The Company has issued 1,314,284 new Ordinary Shares ("Advisor Shares") to
three of the Company's advisors, at an issue price of 3.5p per share, to
settle amounts due to those advisers.

 

Issue of Warrants

 

The Company has conditionally issued 2,698,392 warrants ("Warrants") to
subscribe for ordinary shares to Shard, subject to Admission, as part of their
fee arrangements. The warrants have an exercise price of 3.5 pence per share
and an exercise period ending 3 years from the date of Admission.

 

The issue of the Warrants is subject to approval by shareholders of a
resolution to increase the Company's share capital authorities in general
meeting. It is expected that such authority will be sought at the Company's
2025 Annual General Meeting following publication of the Annual Report for the
year ended 31 December 2024, though the Directors reserve the right to convene
a general meeting ahead of that point.

 

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of
45,230,338 new Ordinary Shares to trading on AIM (this comprises 43,916,054
Placing Shares and 1,314,284 Advisor Shares). It is expected that admission
will become effective and dealings in the Placing Shares and Advisor Shares
will commence on AIM at 8.00 a.m. on 31 March 2025 (or such later date as may
be agreed between the Company and the Bookrunner, but no later than 11 April
2025).

The new Ordinary Shares will be issued fully paid and will rank pari
passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 229,739,055 with voting rights. This figure may be
used by Shareholders 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's issued share capital pursuant to the
Company's articles of association.

Application will be made to the London Stock Exchange for admission of
13,628,570 Subscription Shares in due course, once these shares have been
allotted at which point a further notification will be made

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Company's announcement made at
4.34 p.m. on 21 March 2025, unless the context requires otherwise.

For further information on the Company, please visit www.fireringplc.com
(http://www.fireringplc.com)  or contact:

Firering Strategic Minerals

Yuval Cohen

Vassilios Carellas

Tel: +44 20 7236 1177

SPARK Advisory Partners Limited

Nominated Adviser

Neil Baldwin / James Keeshan

Tel: +44 20 3368 3550

 Shard Capital Partners LLP

Broker

Damon Heath/Erik Woolgar

+44 20 7186 9950

St Brides Partners Limited

Financial PR

Isabel de Salis / Susie Geliher

T: +44 20 7236 1177

E: firering (mailto:firering@stbridespartners.co.uk) @stbridespartners.co.uk
(mailto:firering@stbridespartners.co.uk)

 

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