REG - MyCelx Tech. Corp. MyCelx Tech. Cp-MYXR - Broker Option

Mycelx TechnologiesAnnouncement

30/08/2024 07:00

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RNS Number : 2318C  MyCelx Technologies Corporation  30 August 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO ANY US PERSONS OR IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

30 August 2024

MYCELX Technologies Corporation

("MYCELX" or the "Company")

Broker Option

MYCELX Technologies Corporation (AIM: MYX), the clean water and clean air
technology company, is pleased to announce that further to the announcement of
the Proposed Placing, Subscription and Broker Option on 23 August 2024, the
Broker Option has been exercised in respect of 48,543 new Common Shares (the
"Broker Option Shares"), raising additional gross proceeds of £25,000 (c
$33,000) for the Company.

The Broker Option Shares will be issued at a price of 51.5 pence per new
Common Share (being the Issue Price) and on the same terms and conditions as
the Placing, including the fact that they are to be issued into the new
restricted line of Common Shares under the symbol MYXR.

The Placing, Subscription and Broker Option together result in a total gross
fundraising of c.$0.93 million (c.£0.71 million*) for the Company, comprising
the Placing raising c.$0.67 million (c.£0.51 million*), the Subscription
raising c.$0.23 million (c.£0.18 million*), and the Broker Option raising
£25,000 (c.$33,000*) (in each case before expenses).

Admission and dealings

Application will be made to the London Stock Exchange for a total of 1,380,791
new Common Shares ("New Common Shares"), in connection with the Placing, the
Subscription and the Broker Option to be admitted to trading on AIM (the
"Admission"). Admission of the Placing Shares, Subscription Shares and Broker
Option Shares is expected to become effective and dealings commence at 8.00
a.m. on or around 4 September 2024.

The New Common Shares to be issued in connection with the Placing,
Subscription and Broker Option, will when issued rank pari passu with the
Existing Common Shares, including the right to receive future dividends.

Upon Admission, the New Common Shares issued pursuant to the Placing,
Subscription and Broker Option will also trade in the Company's new restricted
line of Common Shares under the symbol MYXR, and the New Common Shares, as
represented by depositary interests ("Depository Interests"), will be held in
the CREST system and will be segregated into a separate trading system within
CREST identified with the marker "REG S" and USU624551318.

Total Voting Rights

Following Admission, the total number of Common Shares in the Company with
voting rights is expected to be 24,363,814 with no Common Shares held in
treasury. Therefore, the total number of voting rights in the Company will be
24,363,814 which may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

Terms and definitions used in this announcement shall have the same meaning as
ascribed to them in the Company's announcements dated 23 August 2024 regarding
the Proposed Placing, Subscription and Broker Option unless otherwise stated.

*Exchange rate of GBP:USD 1.3121 as at 12 noon on 22 August 2024, the last
practicable date prior to the announcement of the Placing and Subscription.

For further information, please contact:

 MYCELX Technologies Corporation

 Connie Mixon, CEO                                              Tel: +1 888 306 6843

 Kim Slayton, CFO

 Canaccord Genuity Limited (Nominated Adviser and Sole Broker)

 Henry Fitzgerald-O'Connor                                      Tel: +44 20 7523 8000

 Charlie Hammond

 Sam Lucas (ECM)

 Celicourt Communications (Financial PR)

 Mark Antelme                                                   Tel: +44 20 7770 6424

 Jimmy Lea

 Charlie Denley-Myerson

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC
OFFERING OF THE SUBSCRIPTION SHARES OR THE BROKER OPTION SHARES (TOGETHER, THE
"FUNDRAISING SHARES") IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States, Canada
Australia, the Republic of South Africa, Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful.

No action has been taken by the Company, Canaccord Genuity or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers and/or agents (collectively, "Representatives")
that would permit an offer of any of the Fundraising Shares or possession or
distribution of this Announcement or any other publicity material relating to
such Fundraising Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement. Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so.

Cautionary Statements Regarding Forward Looking Information

This Announcement contains "forward-looking information" including as that
term is defined under applicable securities legislation. Such information
includes but is not limited to, the intended use of proceeds, the Fundraising;
and the receipt of required approvals, including the approval of the
shareholders of the Company. Generally, forward-looking information can be
identified by the use of words such as "plans", "expects" or "is expected",
"scheduled", "estimates" "intends", "anticipates", "believes", or variations
of such words and phrases, or statements that certain actions, events or
results "can", "may", "could", "would", "should", "might" or "will", occur or
be achieved, or the negative connotations thereof. These forward-looking
statements are subject to numerous risks and uncertainties, certain of which
are beyond the control of the Company, which could cause the actual results,
performance or achievements of the Company to be materially different from the
future results, performance or achievements expressed or implied by such
information. These risks include, without limitation, risks related to
Admission and other applicable securities regulatory authorities, a failure to
obtain adequate financing on a timely basis and on acceptable terms, risks
relating to the Company's ability to respond to technological advances and
emerging industry and regulatory standards and practices on a cost effective
and timely basis, risks relating to customer diversification, political,
regulatory and geopolitical risks, oil and gas industry cycles, risks relating
to the retention of key personnel, other risks and uncertainties related to
the Company's prospects and business as well as those risk factors discussed
or referred to herein and in the Company's publicly available information.
Although the Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking information, there may be other factors that
cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such information. The Company undertakes no obligation to
update forward-looking information if circumstances or management's estimates,
assumptions or opinions should change, except as required by applicable law.
The reader is cautioned not to place undue reliance on forward-looking
information. The information in this Announcement is subject to change.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Fundraising and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Fundraising or any other matter referred to in this
Announcement and will not be responsible to anyone other than the Company in
connection with the Fundraising or for providing the protections afforded to
their respective clients or for giving advice in relation to the Fundraising
or any other matter referred to in this Announcement. Canaccord Genuity's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.

In connection with the Broker Option, Canaccord Genuity and any of its
affiliates, acting as investors for their own account, may take up a portion
of the Broker Option Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for the own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Broker Option or otherwise.
Accordingly, references to Broker Option Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by Canaccord Genuity and any of its
affiliates acting in such capacity. In addition, Canaccord Genuity and any of
its affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Canaccord Genuity and any of its affiliates
may from time to time acquire, hold or dispose of shares. Canaccord Genuity
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Canaccord Genuity (apart from the responsibilities
or liabilities that may be imposed by FSMA or the regulatory regime
established thereunder) and/or by any of their respective affiliates and/or
any of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or their respective advisers or any other statement made or
purported to be made by or on behalf of Canaccord Genuity and/or any of its
affiliates and/or by any of its Representatives in connection with the
Fundraising and any responsibility and liability whether arising in tort,
contract or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Canaccord Genuity and/or any of its
affiliates and/or any of its Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral information made
available to or publicly available to any interested party or their respective
advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

Any indication in this Announcement of the price at which the Company's 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 or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for 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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE FUNDRAISING
SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN
TAKEN BY THE COMPANY, CANACCORD GENUITY OR ANY OF THEIR RESPECTIVE AFFILIATES
THAT WOULD PERMIT AN OFFERING OF THE FUNDRAISING SHARES OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE FUNDRAISING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT, AND
TO OBSERVE, SUCH RESTRICTIONS.

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Fundraising Shares
have been subject to a product approval process, which has determined that the
Fundraising Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Fundraising Shares
may decline and investors could lose all or part of their investment; the
Fundraising Shares offer no guaranteed income and no capital protection; and
an investment in the Fundraising Shares is compatible only with investors who
do not need a guaranteed income or capital protection, 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 any contractual, legal or regulatory
selling restrictions in relation to the Fundraising. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, each of Canaccord Genuity
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
Chapters 9A or 10A respectively of COBS; 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 Fundraising Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Fundraising Shares and determining appropriate distribution channels.

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