Altona Rare Earths - Fundraising of £507,450
RNS Number : 4331V
Altona Rare Earths PLC
15 August 2025
15 August 2025
ALTONA RARE EARTHS PLC
("Altona" or "the Company")
Fundraising of £507,450
Altona (LSE: REE), a resource exploration and development company focused on critical raw materials in Africa, today announces that it has raised a gross amount of £507,450, which comprises a fundraise of £407,450 and a further warrant exercise notice of £100,000.
Highlights:
· £407,450 raised through a subscription and the transfer and subsequent exercise of warrants
· £100,000 warrants exercise notice received
· Directors contributed £58,500 through participation in the Fundraise (as defined below) and salary or fee sacrifice
· Existing holders of Ordinary Shares are invited forthwith, via their appointed stockbroker, to contact Oberon Capital or the Company using the details at the bottom of this Announcement should they wish to participate in the Fundraise at the Blended Price on or before 22 August 2025
The Fundraise comprised:
· the subscription (the "Subscription") for 6,913,333 new ordinary shares of 1p each in the capital of the Company (the "Ordinary Shares" and such 6,913,333 Ordinary Shares being the "Subscription Shares") at 2.965p per Subscription Share (the "Subscription Price"); and
· the transfer and subsequent exercise of 20,250,000 warrants at an exercise price of 1p (the "Transferred Warrants") over 20,250,000 Ordinary Shares (the "Warrant Shares" and, together with the Subscription Shares, the "New Shares") as below (the "Warrant Exercise" and, together with the Subscription, the "Fundraise").
The blended price of each New Share issued pursuant to the Fundraise is 1.5p (the "Blended Price"), representing a discount of 3.32% to the closing mid-market price per Ordinary Share on 14 August 2025. The Blended Price has been calculated by dividing the proceeds of the Fundraise by the number of the New Shares.
Investors participating in the Fundraise will also receive one warrant for each New Share for which they subscribe (a "New Warrant"). Each New Warrant will enable the holder to subscribe for one new Ordinary Share in the Company at a price of 2 pence for a period of 12 months following today's date.
Following an initial six-month period, an accelerator clause will apply to the New Warrants, such that if the volume weighted average price ("VWAP") of the Company's Ordinary Shares on the London Stock Exchange ("LSE") is equal to or exceeds 2.5 pence for a period of 25 consecutive trading days, the Company shall have the right, but not the obligation, to give notice to the warrant holders that the New Warrants must then be exercised or forfeited within a further 30-day calendar period.
Prior to the Warrant Exercise, the original holder of the Transferred Warrants transferred their rights under such warrant instruments in respect of 20,250,000 Warrant Shares to certain subscribers in the Subscription at nil value, immediately prior to and as a condition of, their Subscription, in order to help to streamline the Company's capital structure and achieve the Blended Price. Accordingly, the Company proposes to issue 4,800,000 new Ordinary Shares (the "Warrant Sacrifice Shares") to the significant shareholder who agreed to transfer said Transferred Warrants. The quantity of Warrant Sacrifice Shares has been determined by reference to a calculation of their value, using a Black-Scholes model, and the Warrant Sacrifice Shares are intended to be issued following the approval of their issuance at the Company's next annual general meeting of its shareholders.
Exercise of warrants
In addition to the Fundraise, the Company also announces that it has received a Notice of Exercise from an existing warrant holder in respect of 10,000,000 warrants over shares at a price of 1 pence per ordinary share. The exercise of these warrants brings £100,000 in cash, in addition to the proceeds of the Fundraise. Accordingly, the Company will issue 10,000,000 new Ordinary Shares (the "Warrant Exercise Shares") to such existing warrant holder.
Directors and other creditors
Cedric Simonet and Louise Adrian have participated in the Fundraise, as follows:
· Cedric Simonet subscribed for 800,000 New Shares at the Blended Price
· Louise Adrian subscribed for 666,667 New Shares at the Blended Price
The Company will also issue 1,949,000 new Ordinary Shares (the "Salary Sacrifice Shares") each in lieu of cash salary or fee payments for directors. The number of Salary Sacrifice Shares to be issued was calculated by dividing the amount of monthly salary or fees to be paid in Ordinary Shares by the volume weighted average price ("VWAP") of the Ordinary Shares during the last 10 days of the calendar period that the services were provided, being an average of 1.62 pence per Salary Sacrifice Share. As part of cash conservation measures, the directors have agreed to continue receiving part of their salary or fees in Ordinary Shares until further notice.
Of the total number of Salary Sacrifice Shares issued 1,949,000 were issued to PDMR's as shown in the table below:
| Director participating | Number of Subscription Shares | Shares paid in lieu of salary or fees | Resultant Shareholding at admission | % of shares in issue following issue of Shares* |
| Cedric Simonet | 800,000 | 776,684 | 4,975,670 | 2.41% |
| Louise Adrian | 666,667 | 748,374 | 6,949,635 | 3.37% |
| Simon Charles | nil | 242,714 | 1,023,862 | 0.50% |
| Kristoffer Andersson | nil | 181,228 | 314,994 | 0.15% |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Cedric Simonet | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | CEO | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Altona Rare Earths Plc | ||||
| b) | LEI: | 2138002A5GU9BFS2I491 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of £0.01 ISIN Code: GB00BFZNKV91 | ||||
| b) | Nature of the transaction: | Subscription for new Ordinary Shares Ordinary Shares issued in lieu of salary | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: | 1,576,684 £0.0155 | ||||
| e) | Date of the transaction: | 15 August 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Louise Adrian | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Chief Finance Officer | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Altona Rare Earths Plc | ||||
| b) | LEI: | 2138002A5GU9BFS2I491 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of £0.01 ISIN Code: GB00BFZNKV91 | ||||
| b) | Nature of the transaction: | Subscription for new Ordinary Shares Ordinary Shares issued in lieu of salary | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: | 1,415,041 £0.0157 | ||||
| e) | Date of the transaction: | 15 August 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Simon Charles | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director - Chairman | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Altona Rare Earths Plc | ||||
| b) | LEI: | 2138002A5GU9BFS2I491 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of £0.01 ISIN Code: GB00BFZNKV91 | ||||
| b) | Nature of the transaction: | Ordinary Shares issued in lieu of salary | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: | N/A | ||||
| e) | Date of the transaction: | 15 August 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Kristoffer Andersson | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Non- Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Altona Rare Earths Plc | ||||
| b) | LEI: | 2138002A5GU9BFS2I491 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of £0.01 ISIN Code: GB00BFZNKV91 | ||||
| b) | Nature of the transaction: | Ordinary Shares issued in lieu of salary | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: ·Aggregated volume: ·Price: | - | ||||
| e) | Date of the transaction: | 15 August 2025 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||