REG - GCM Resources PLC - Placing to raise £1.0 million

GCM ResourcesAnnouncement

28/03/2025 07:15

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RNS Number : 6018C  GCM Resources PLC  28 March 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS
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INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
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OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA")) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
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ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

28 March 2025

 

GCM Resources plc

("GCM" or the "Company")

 

Placing to raise approximately £1.0 million

 

GCM Resources plc (AIM: GCM), the AIM traded resource exploration and
development company, announces that it has conditionally raised approximately
£1.0 million (before expenses) by way of a placing (the "Placing") of a total
of 33,333,333 new ordinary shares of 1 pence each in the Company ("Ordinary
Shares") at a price of 3.0 pence per new Ordinary Share (the "Issue Price").

 

Highlights

 

·      Equity raise of approximately £1.0 million at 3.0 pence per new
Ordinary Share.

 

·      The net proceeds from the Placing are intended to be used by the
Company for working capital purposes.

 

·      The Issue Price represents a discount of approximately 16 per
cent. to the closing mid-market price of 3.60 pence per Ordinary Share on 27
March 2025.

 

·      Allenby Capital Limited ("Allenby Capital") is acting as sole
bookrunner in connection with the Placing.

 

·    The new Ordinary Shares are to be issued pursuant to the Company's
existing authorities granted at the general meeting of the Company on 13
December 2024.

 

Background to the Placing and use of proceeds

 

The Company continues to work towards progressing its Phulbari Coal and Power
Project (the "Project") in north-west Bangladesh although this continues to
remain subject to, inter alia, securing the requisite approvals from the
Government of Bangladesh (the "Government") in order to develop the Project.
Against this backdrop, recently there has been a noticeable shift of momentum
in the direction in favour of the Company. For example, it has become apparent
that from initiatives led by the Ministry for Power, Energy and Mineral
Resources focusing on strategies and challenges related to the country's
coal-based energy sector, that the Government is serious regarding developing
its domestic coal resources. While this offers no certainty in relation to the
Project, this bodes well for the Company.

 

Against the backdrop of the above, the Company continues to generate nil
revenues and incurs ongoing pre-development (non-cash) expenditure because of
the renewal of certain consultants' contracts as well as administrative
expenses. In this regard, the board of directors of GCM (the "Board") expects
to report an unaudited loss after tax of £1.3 million for the six months
ended 31 December 2024 (31 December 2023: loss after tax of £0.7 million).
Similarly, the Company expects to report unaudited administrative expenses for
the six months ended 31 December 2024 of £461,000 (31 December 2023:
£355,000) and capitalised project expenditure for the period of £259,000 (31
December 2023: £173,000). Lastly, as at 31 December 2024, unaudited cash and
cash equivalents are expected to be £0.9 million.

 

Given the above financial performance, the Board considers the Placing to be
in the best interest of the Company's shareholders.

 

Use of Proceeds

 

The net proceeds of the Placing will provide the necessary working capital to
support GCM's ongoing operations. These funds will be allocated to corporate
overheads, legal and advisory costs, and general administrative expenses
associated with managing the Company effectively.

 

The net proceeds of the Placing will help ensure that the Company is in the
financial position to advance its broader strategic objectives.

 

Details of the Placing

 

The Placing comprises the issue of 33,333,333 new Ordinary Shares (the
"Placing Shares") at the Issue Price to conditionally raise approximately
£1.0 million before expenses for the Company (approximately £0.92 million
after expenses but excluding VAT).

 

The Placing Shares will be issued on a non-pre-emptive basis utilising
the authorities granted to the Board at the general meeting of the Company on
13 December 2024.

 

When issued, the Placing Shares will represent approximately 10.02 per cent of
the enlarged share capital of the Company and will rank pari passu with the
existing Ordinary Shares.

 

Pursuant to an engagement letter dated 27 March 2025 between Allenby Capital
and the Company as amended by a side letter dated 27 March 2025 (together the
"Placing Agreement"), Allenby Capital has, subject to certain conditions,
procured subscribers for the Placing Shares at the Issue Price.

 

The Placing Agreement contains provisions entitling Allenby Capital to
terminate the Placing (and the arrangements associated with it), at any time
prior to  Admission in certain circumstances, including in the event of a
material breach of the warranties given in the Placing Agreement, the failure
of the Company to comply with its obligations under the Placing Agreement, or
the occurrence of a force majeure event or a material adverse change affecting
the financial position or business or prospects of the Company. If this right
is exercised, the Placing will not proceed and any monies that have been
received in respect of the Placing will be returned to the applicants without
interest and Admission will not occur. The Company has agreed to pay Allenby
Capital a placing commission and all other costs and expenses of, or in
connection with, the Placing.

 

The Placing is not being underwritten by Allenby Capital or any other person.

 

Admission to AIM

 

Application has been made to the London Stock Exchange plc for the admission
of the Placing Shares to trading on AIM ("Admission"). It is currently
expected that Admission will occur at 8.00 a.m. on 2 April 2025 or such later
time and/or date as Allenby Capital and the Company may agree (being in any
event no later than 8.00 a.m. on 16 April 2025).

 

Total voting rights

 

On Admission, the Company will have 332,801,136 ordinary shares of 1 pence
each in issue, each with one voting right. There are no shares held in
treasury. Therefore, upon Admission, the Company's total number of ordinary
shares in issue and voting rights will be 332,801,136 and this figure may be
used by shareholders from Admission 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.

 

 

For further information:

 

 GCM Resources plc                                 Tel: +44 (0) 20 7290 1630

 Keith Fulton, Finance Director                    info@gcmplc.com

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

 Allenby Capital Limited                           Tel: +44 (0)20 3328 5656

 Nominated Adviser and Joint Broker                info@allenbycapital.com (mailto:info@allenbycapital.com)

 John Depasquale / Vivek Bhardwaj / Ashur Joseph

 Axis Capital Markets Limited                      Tel: +44 (0) 203 026 0320

 Joint Broker

 Ben Tadd / Lewis Jones

 

 

About GCM Resources plc

 

GCM Resources plc (LON: GCM), the AIM resource exploration and development
company, has identified a high-quality coal resource of 572 million tonnes
(JORC 2004 compliant) at the Phulbari Coal and Power Project (the "Project")
in north-west Bangladesh.

 

Utilising the latest highly energy efficient power generating technology the
Phulbari coal mine can support some 6,600MW. GCM requires approval from the
Government of Bangladesh in order to develop the Project. The Company has a
strategy of linking the Company's mine proposal to supplying coal to the
Government of Bangladesh's existing and in the pipeline coal-fired power
plants and / or power plants developed development partners. Together with
credible, internationally recognised strategic development partners, GCM aims
to deliver a practical power solution to provide the cheapest coal-fired
electricity in the country, in a manner amenable to the Government of
Bangladesh.

 

APPENDIX - IMPORTANT NOTICES

 

Notice to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

Forward Looking Statements

 

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

Notice to overseas persons

 

This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan, New Zealand, the Republic of South Africa or any
jurisdiction in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.  Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.

 

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 U.S.
Securities Act of 1933, as amended, 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.

 

General

 

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) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Sole Bookrunner to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Placing. Allenby Capital has not authorised the contents
of, or any part of, this announcement, no representation or warranty, express
or implied, is made by Allenby Capital in respect of such contents, and no
liability whatsoever is accepted by Allenby Capital for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information, save that nothing shall limit the liability of
Allenby Capital for its own fraud.

 

 

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