REG - Neometals Ltd - Neometals Closes A$9.0 Million Placement

NeometalsAnnouncement

23/11/2023 07:00

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RNS Number : 4503U  Neometals Ltd  23 November 2023

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
UK VERSION OF THE MARKET ABUSE REGULATION NO. 596/2014 (MAR), WHICH IS PART OF
ENGLISH LAW BY VIRTUE OF EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

23 November 2023

 

Neometals Ltd

("Neometals" or "the Company")

 

Neometals Successfully Closes A$9.0 Million Placement

 

Innovative battery materials recycler, Neometals Ltd (ACN 099 116 631) (ASX:
NMT & AIM: NMT) (NMT or the Company) is pleased to announce that it has
received firm commitments from sophisticated, professional and institutional
investors for its placement of 47,380,239 new fully paid ordinary shares (New
Shares), raising approximately A$9.0 million (approx. £4.7 million(( 1 
(#_ftn1) ))) (before costs) (Placement).

Neometals Managing Director Chris Reed commented:

"We are pleased to close the Placement oversubscribed and welcome the support
of new domestic institutions and sophisticated investors alike. We thank
shareholders for their support during the development and commercialisation of
our lithium-ion battery recycling technology through our Primobius joint
venture with SMS group. Neometals is looking forward to Primobius delivering
its maiden plant to Mercedes-Benz and growing its revenue base and forward
order book for plants supplied under technology licensing business models.
This raising ensures that our flagship business is funded to deliver its
current and anticipated future purchase orders, whilst continuing the
commercialisation of our other projects through partnerships and technology
licensing."

Placement

A total of 47,380,239 New Shares will be issued under the Placement at a price
of A$0.19 per New Share (Offer Price) under NMT's ASX Listing Rule 7.1
placement capacity. The total number of New Shares to be issued under the
Placement represents approximately 8.6% per cent of the Company's existing
issued share capital (prior to the issue of the New Shares).

New Shares issued under the Placement will rank equally with existing NMT
ordinary shares from their date of issue.

Settlement of the Placement is scheduled to occur on Tuesday, 28 November
2023. New Shares issued under the Placement do not have rights to participate
in the Entitlement Offer.

The Company's ordinary shares are expected to resume trading on the ASX from
market open today.

Applications will be made to the ASX and the London Stock Exchange for the
47,380,239 New Shares to be issued under the Placement to be admitted to
trading on ASX and AIM. It is expected that admission to trading on ASX (ASX
Admission) of the 47,380,239 New Shares will commence on ASX on Wednesday, 29
November 2023 and that admission to trading on AIM (UK Admission) (together
with ASX Admission, Admission) will become effective and that dealings in the
relevant New Shares will commence on AIM at 8.00am (UK time) on Wednesday, 29
November 2023.

Following Admission of the New Shares to be issued under the Placement, the
total number of NMT ordinary shares on issue is expected to be 600,688,176.

Entitlement Offer

Neometals is also undertaking a 1 for 8 pro rata non-underwritten,
non-renounceable entitlement offer to eligible shareholders in Australia and
New Zealand (Eligible Shareholders) to raise up to approximately A$13.1
million (before costs) (Entitlement Offer) 2  (#_ftn2) .

The terms and conditions and further details of how to participate in the
Entitlement Offer will be set out in an entitlement offer booklet (Offer
Booklet) which is expected to be made available to Eligible Shareholders on
Wednesday, 29 November 2023.

Eligible Shareholders as at the Record Date of 5pm (Perth time) on Friday, 24
November 2023, with a registered address in Australia or New Zealand, will be
invited to participate in the Entitlement Offer at the Offer Price (being the
same price as the Placement). The Entitlement Offer is expected to open on
Wednesday, 29 November 2023, and close at 5pm (Perth time) on Friday, 8
December 2023, unless extended. As the Entitlement Offer is non-renounceable,
entitlements will not be tradeable or otherwise transferable.

Eligible Shareholders are also offered the opportunity to apply for additional
new shares in excess of their entitlement, at the Offer Price (subject to
compliance with applicable laws and to the terms set out in the Offer
Booklet). 3  (#_ftn3)

The Offer Booklet will include a personalised entitlement and acceptance form.
Copies of the Offer Booklet will also be available on the ASX and the
Company's website.

 

Use of funds

Proceeds from the Placement and Entitlement Offer, together with existing cash
on hand, will be primarily used to fund the following:

·      activities at the Primobius LiB recycling development

·      lithium chemical research development activities

·      vanadium and titanium business units

·      working capital, corporate and Offer costs.

 

Timetable

The indicative timetable for the Placement and Entitlement Offer is set out
below:

 Announcement of the Placement and Entitlement Offer                Tuesday, 21 November 2023
 Announcement of the results of the Placement                       Thursday, 23 November 2023
 Trading halt lifted and NMT shares recommence trading              Thursday, 23 November 2023
 Record date to determine entitlements for the Entitlement Offer    5pm (Perth time) on Friday,

24 November 2023
 Settlement of Placement                                            Tuesday, 28 November 2023
 Issue of New Shares under the Placement                            Wednesday, 29 November 2023
 Entitlement Offer Opening Date                                     Wednesday, 29 November 2023

 Offer Booklet and Entitlement and Acceptance Form made available
 Entitlement Offer Closing Date                                     5pm (Perth time) on Friday,

8 December 2023
 Announcement of results of Entitlement Offer                       Wednesday, 13 December 2023
 Issue of New Shares under the Entitlement Offer                    Friday, 15 December 2023
 Trading of New Shares issued under the Entitlement Offer           Monday, 18 December 2023

 

All dates and times are indicative only and subject to change. NMT reserves
the right to amend any or all of these dates and times subject to the
Corporations Act, the Listing Rules and other applicable laws. In particular,
NMT reserves the right to extend the Closing Date for the Entitlement Offer,
to accept late Applications under the Entitlement Offer (either generally or
in particular cases) and to withdraw the Entitlement Offer without prior
notice. Any extension of the closing date of the Entitlement Offer will have a
consequential effect on the allotment date of New Shares under the Entitlement
Offer.

 

 

Euroz Hartleys Limited is acting as the lead manager, bookrunner and agent of
the Company (Lead Manager) in connection with the Placement and the
Entitlement Offer. Cavendish Capital Markets Limited is acting as co-manager,
bookrunner and agent of the Company (Co-Manager) in connection with the
Placement. Herbert Smith Freehills is acting as legal adviser.

Further details in relation to the Placement and Entitlement Offer are
contained in the equity raising presentation that was released to the ASX on
Tuesday, 21 November 2023 and the Offer Booklet which is expected to be made
available to Eligible Shareholders on Wednesday, 29 November 2023.

 

Authorised for release by the Board of Neometals Ltd.

 

For more information, please contact:

 

 Neometals Ltd
 Chris Reed, Managing Director & Chief Executive Officer         +61 8 9322 1182
 Jeremy McManus, General Manager - IP & IR                       +61 8 9322 1182

 Cavendish Capital Markets Limited - NOMAD & Joint Broker
 Neil McDonald                                                  +44 (0)131 220 9771
 Peter Lynch                                                    +44 (0)131 220 9772
 Adam Rae                                                       +44 (0)131 220 9778

 Camarco PR                                                     + 44(0) 20 3 757 4980
 Gordon Poole
 Emily Hall
 Lily Pettifar

 

About Neometals

Neometals has developed and is commercialising three environmentally-friendly
processing technologies that produce critical and strategic battery materials
at lowest quartile costs with minimal carbon footprint.

Through strong industry partnerships, Neometals is demonstrating the economic
and environmental benefits of sustainably producing lithium, nickel, cobalt
and vanadium from lithium-ion battery recycling and steel waste recovery. This
reduces the reliance on traditional mine-based supply chains and creating more
resilient, circular supply to support the energy transition.

The Company's three core business units are exploiting the technologies under
principal, joint venture and licensing business models:

 

·      Lithium-ion Battery ("LiB") Recycling (50% technology) -
Commercialisation via Primobius GmbH JV (NMT 50% equity). All plants built by
Primobius' co-owner (SMS group 50% equity), a 150-year-old German plant
builder. Providing recycling service as principal in Germany and commenced
plant supply and licensing activities as technology partner to Mercedes-Benz.
Primobius targeting first commercial 21,000 tpa plant offer to Canadian
company Stelco in the DecQ 2023;

·      Lithium Chemicals (70% technology) - Commercialising patented
ELi™ electrolysis process, co-owned 30% by Mineral Resources Ltd, to produce
battery quality lithium hydroxide from brine and/or hard-rock feedstocks at
lowest quartile operating costs. Co-funding Pilot Plant trials in 2023 with
planned Demonstration Plant trials and evaluation studies in 2024 for
potential 25,000tpa LiOH operation in Portugal under a 50:50 JV with related
entity to Bondalti, Portugal's largest chemical company; and

·      Vanadium Recovery (100% technology) - aiming to produce
high-purity vanadium pentoxide from processing of steelmaking by-product
("Slag") at lowest-quartile operating cost. Targeting partnerships with steel
makers and participants in the vanadium chemical value chain under a low risk
/ low capex technology licensing business model.

 

For further information visit www.neometals.com.au
(http://www.neometals.com.au/)

 

FORWARD LOOKING STATEMENTS

This document may include forward-looking statements. Forward-looking
statements can generally, but not always, be identified by the use of words
such as "could", "plan", "estimate" "expect", "intend", "may", "potential",
"should" and other similar expressions, indications and guidance on, future
earnings and financial position and performance are also forward-looking
statements. Although NMT believes that its expectations reflected in these are
reasonable, such statements involve risks and uncertainties, and no assurance
can be given that actual results will be consistent with these forward-looking
statements.

 

IMPORTANT NOTICE

Not for distribution or release in the United States.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in the United States. This announcement should
not be distributed or released in the United States.

Neither the entitlements nor the New Shares have been, or will be, registered
under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or
under the securities laws of any state or other jurisdiction of the United
States. Accordingly, the entitlements may not be taken up or exercised by, and
the New Shares may not be offered or sold, directly or indirectly, in the
United States or to any person acting for the account or benefit of any person
in the United States (to the extent that the person holds shares for the
account or benefit of a person in the United States), except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable securities laws of any
state or other jurisdiction of the United States.

The distribution of this announcement and the offering, placing and/or issue
of the New Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Lead Manager or the Co-Manager or any of
their respective affiliates or representatives that would permit an offer of
the New Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such New Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Lead Manager and the
Co-Manager to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is directed at and may
only be communicated to persons in member states of the European Economic Area
(EEA) who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (EU Prospectus Regulation) (Qualified Investors). In
addition, in the United Kingdom this announcement is directed at and may only
be communicated to persons who are "qualified investors" within the meaning of
Article 2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms
part of the UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (UK Prospectus Regulation) and who are also persons (i) who have
professional experience in matters relating to investments and fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(Order); (ii) who are high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
Relevant Persons). Any investment or investment activity to which this
announcement relates is only available in the EEA, to Qualified Investors, and
in the United Kingdom, to Relevant Persons, and will be engaged in only with
such persons. Any person in the EEA who is not a Qualified Investor and any
person in the United Kingdom who is not a Relevant Person should not act or
rely on this announcement.

Euroz Hartleys Limited (Euroz) is regulated in Australia by the Australian
Securities & Investments Commission. Cavendish Capital Markets Limited
(Cavendish) is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Cavendish and Euroz are acting exclusively for the Company
and no one else in connection with the Placement, the content of this
announcement and other matters described in this announcement. Cavendish and
Euroz will not regard any other person as their respective clients in relation
to the Placement, the content of this announcement and other matters described
in this announcement and will not be responsible to anyone (including any
placees) other than the Company for providing the protections afforded to
their respective clients or for providing advice to any other person in
relation to the Placement, the content of this announcement or any other
matters referred to in this announcement.

 

 1  (#_ftnref1) Calculated by reference to a GBP:AUD exchange rate of 1:1.90
as at 9:00 a.m. UK time on 20 November 2023

 2  (#_ftnref2) For further details refer to Neometals ASX announcement
headlined "Neometals Launches Placement and Entitlement Offer" released on 21
November 2023.

 3  (#_ftnref3) Additional New Shares will only be available where there is a
shortfall between applications received from Eligible Shareholders and the
number of New Shares proposed to be issued under the Entitlement Offer. NMT
retains the flexibility to scale back applications for additional New Shares
at its discretion.

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