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REG - AfriTin Mining Ltd - Proposed Funding Package & Production Update

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RNS Number : 6608Z  AfriTin Mining Ltd  15 September 2022

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For immediate release

 

15 September 2022

 

AfriTin Mining Limited

("AfriTin" or the "Company")

 Proposed Funding Package & Production Update

 

Proposed US$48.3 million Funding Package to accelerate lithium and tantalum
production, unlock new tech-metals province and fund Feasibility Study for
Phase 2 expansion at Uis Mine, Namibia

AfriTin Mining Limited (AIM: ATM), an African tech-metals mining company with
a portfolio of mining and exploration assets in Namibia, is pleased to
announce that it has negotiated a potential funding package which, if
concluded, would fully finance the Company's existing operations, including
its expansion plans for the lithium and tantalum by-product development at the
Uis Mine in Namibia. This will enable the Company to achieve its ambition of
becoming a material producer of tin, tantalum and lithium.

Summary

The proposed funding package intends to combine a capital structure and term
sheets agreed with two financing institutions for a package consisting of
debt, a convertible bond, equity and royalty funding. The package comprises:

§ A proposed equity placing and subscription of approximately US$17.5 million
(c. £15m) with new and existing investors ("Fundraise"). The Fundraise will
be conducted by Hannam & Partners Advisory Limited ("H&P") and Stifel
Nicolaus Europe Ltd ("Stifel") as joint bookrunners through an accelerated
bookbuild and subscriptions and is expected to launch shortly following this
announcement;

§ A proposed, conditional US$25 million (c. £21.5m) investment with a fund
managed by Orion Resource Partners ("Orion"). This includes a Royalty,
Convertible Note and Equity Subscription (more details of which are set out
below) ("Orion Financing"); and

§ A proposed, conditional US$5.8 million (c£5m) lending facility with the
Development Bank of Namibia. This was announced on 5 July 2022 (and updated by
the disclosures in the Company's Annual Report) ("DBN Debt Financing").

 

(together, the "Proposed Funding Package")

The funds pursuant to the Proposed Funding Package, if received, would take
the total funds available to the Company to approximately US$48.3 million
(excluding cash on hand of US$2.2 million which add an extra buffer) which the
Directors believe would be sufficient to fully finance the Company for Phase
1B (as detailed below), including the addition of potentially transformative
lithium and tantalum by-product revenue streams and financing substantial
exploration drilling to unlock Uis as a globally significant lithium resource.

This Proposed Funding Package supplements the £4.5m lending facility and
additional support provided by Standard Bank Namibia ("Standard Bank"),
already announced on 26 November 2021 and which has been drawn down to allow
for the existing plant expansion works.

At this stage, however, both the Orion Financing and the DBN Debt Financing
remain subject to the satisfaction of certain conditions and approvals,
including due diligence, agreeing definitive documentation and the consent of
Standard Bank, and accordingly there can be no guarantee that either source of
funding will be entered into, nor that any money thereunder will be drawn
down; although the AfriTin Directors have every confidence that they will be.

Anthony Viljoen, CEO of AfriTin Mining Limited commented:

 

"We are delighted to announce today's Proposed Funding Package which, together
with our cash resources, would significantly accelerate our operations in
Namibia and fully fund the development of our exciting lithium and tantalum
by-product opportunities. In addition, the Proposed Funding Package would help
us accelerate the regional drilling programme in what has become an exciting
new tech-metals province as well as commence the Feasibility Study for the
larger Phase 2 production phase at Uis.

 

"We consider this a significant milestone on our journey to becoming a major
supplier for the tech metals market and we believe it provides a strong
endorsement of our operational achievement to date and our mineral
opportunity.

 

"We are also pleased to announce that Orion is a proposed strategic investor
in AfriTin. The Fund has a long track record of creating sustainable
shareholder value in the mining sector and their previous investments
highlight their ability to identify compelling growth opportunities at an
early stage. We believe their interest in us is testament to the work we have
done to date and opportunities ahead."

 

 

Philip Clegg, Portfolio Manager of Orion, commented:

"Orion has followed AfriTin's journey for several years. We are excited to
begin our partnership with Anthony and his team as they ramp up tin production
and unlock the vast lithium potential of the asset.  We look forward to
closing our proposed financing package and becoming a key investor in the
Company."

Application of the Proposed Funding Package

The Proposed Funding Package of approximately US$48.3 million would provide a
fully funded solution to deliver:

·    The expedited development of lithium and tantalum pilot plants - a
significant step towards securing long-term lithium and tantalum off-takes;

·    The expedited development of X-ray computer tomography ("XRT") ore
sorting at Uis to enhance the grade into the concentrating circuit, allowing
for increased tin concentrate production as part of the Uis Phase 1B
development (defined below);

·    A feasibility study on the Uis Phase 2 development (defined below);
and

·    Significant exploration drilling at Uis and Brandberg West to further
grow the tin and lithium resource base of the Company.

Details of the Orion Financing

An indicative, non-binding term sheet has been signed with Orion for an
approximately US$25 million financing package. The term sheet incorporates the
following proposal:

o  US$12.5 million for a gross royalty over tin production (the "Tin
Royalty"). This would entitle Orion to receive 4.5% of gross revenue of all
tin products produced at the Uis mine initially, reducing on a sliding scale
basis to 3.17% as contained tin production increases to 2,000tpa upon
completion of the Phase 1 expansion (subject to penalties if this is not
completed by 30 June 2024). After the Phase 2 expansion, the royalty rate will
be reduced to 0.75%;

 

o  US$10.0 million by way of a convertible note (the "Convertible Note")
(with a proposed 12% coupon, four-year term and a proposed conversion price of
a 35% premium to the equity subscription price (anticipated to be a
calculation linked to VWAP)); and

 

o  US$2.5 million by way of an equity subscription (the "Orion Equity
Investment")

 

It is intended that the Tin Royalty be secured but subordinated to the
existing Standard Bank Debt and DBN Debt Financing. A technical committee will
also be set up to provide guidance with regard to the operation and expansion
of Uis, comprising the Company, Orion and an independent technical expert. The
proposed royalty would not entitle Orion to any revenue generated from the
sale of either tantalum or lithium products.

 

The Orion Financing remains subject to, amongst other matters, certain due
diligence, confirmations and consents (including Standard Bank consent), final
negotiation and the signing of definitive legally binding documentation. At
this stage there can be no guarantee that the Orion Financing will be entered
to, but the AfriTin Directors and Orion's management team are working together
to achieve a potential completion date during Q4 2022. Further updates will be
provided in due course.

 

Details of the DBN Debt Financing

As announced on 5 July 2022 (and as updated by the disclosures in the
Company's Annual Report), Afritin has signed a conditional, credit approved
term sheet for a US$5.8 million (NAD 100 million) senior secured lending
facility from the DBN. The full details of this arrangement are set out in
those announcements.

The DBN Debt Financing is still subject to a number of conditions, including
due diligence, agreeing definitive documentation and Standard Bank consent,
and accordingly at this there can be no guarantee that the DBN Debt Financing
will be entered into or that any monies will be drawn down under it but the
Directors remain confident that it will be finalised by the end of September
2022

 

Background to the Proposed Funding Package

 

AfriTin holds a portfolio of production, development, and exploration assets
in Africa, with the Uis Tin Mine in Namibia as its flagship asset.
Historically, the Uis mine was the largest hard-rock tin mine globally which
provides an opportunity for significant costs of scale. The mine is fully
permitted and compliant and has a globally significant JORC-compliant mineral
resource estimate including 95,539t of tin, 6,091t of tantalum and 450,265t of
lithium oxide.

 

Namibia is a considered to be an outstanding location with a stable democracy
and independent, reliable legal system. Mining is the most significant
contributor to the Namibian economy in terms of revenue, governed by a
well-established Mining Act. The educated workforce and in-country mining
experience allows AfriTin to employ a 100% Namibian workforce at Uis. The
Company is ideally located for critical power and transport infrastructure and
within 230km of the newly upgraded port of Walvis Bay, allowing the Company to
achieve the competitive logistics prices.

 

The Company has set out a two-phased multi-commodity development plan:

 

Phase 1 brings the plant up to nameplate capacity at 720 tonnes per annum of
tin concentrate. Nameplate capacity was exceeded in November 2020 with an ore
feed of 80tph, tin feed grade of 0.139% Sn, tin recovery at 60% and a tin
concentrate grade of 65% Sn ("Phase 1"). The current Phase 1 expansion is
nearing completion and will increase current production by 67%. The Phase 1B
expansion will look to introduce an ore sorting circuit on the tin and bring
lithium and tantalum products on stream ("Phase 1B"). Increasing throughput
capacity, increasing tin recovery and expanding tin concentrate production,
and introduction of by-product revenue streams as part of the Phase 1
expansion will maximise the revenues of the existing plant whilst de-risking
the Phase 2 feasibility studies.

 

The Phase 2 studies will look to target production of up to 10 ktpa of tin
concentrate, leveraging and expanding on the work done in the Phase 1
expansion ("Phase 2"). A large-scale operation of this magnitude could
represent 2.9% of the global tin supply and also aims to convert the Company
into a predominant lithium and tantalum multi commodity producer. The benefits
of multiple revenue streams would allow for the unit costs of production of
one element to substitute the cost of the production of the other elements.

 

Drilling at the historic Brandberg West will also determine the potential for
the Company to achieve a second revenue generating operation.

 

The Company also aims to identify further mineralised pegmatites within the
project and region and grow its portfolio through acquisition in-country and
elsewhere in Africa.

 

A full production update is set out below.

 

Source and Use of Funds

 

Completion of the Proposed Funding Package would mark a significant milestone
for the Company in being able to accelerate its development, both in tin and
tantalum and lithium by-product production, and ultimately into the Phase 2
development at Uis.

 

As detailed below, the funds would be used to accelerate activity at Uis,
including increasing tin concentrate production as part of the Uis Phase 1B
development. The money raised through the Proposed Funding Package would, if
received, be applied to expedite the development of lithium and tantalum pilot
plants and the development of an XRT ore sorting circuit at Uis, as well as a
Feasibility study on the Uis Phase 2 development. In addition, the funds would
be used to complete a significant drilling programme at Uis, and an
exploration drilling programme at Brandberg West to further grow the tin and
lithium resource base of the Company. Further updates will be provided in due
course.

 

 SOURCE OF FUNDS                         US$ million
 Cash at 31 August 2022                  2.2
 Fundraise Proceeds                      Approx 17.5
 Initial Proceeds                        Approx 19.7

 Proposed Sources of Additional Funds:
 DBN Facility(1)                         5.8
 Tin Royalty (2,3)                       12.5
 Convertible Bond (2)                    10.0
 Orion Equity Investment(2)              2.5
 Potential Total Gross Proceeds          Approx 50.5

 

 USE OF FUNDS                                                                US$ million
 Uis Phase 1B                          Continuous Improvement Works          9.0
                                       By-Product Development                15.0
                                       Ore Sorting Development               10.5
 Uis Resource Drilling (10,000m)                                             4.5
 Uis Phase 2 Pre-Feasibility Study                                           5.5
 Brandberg West Development                                                  2.0
 Transaction costs, working capital & general corporate to mid-2024          4.0
 Total Uses to Mid-2024                                                      50.5

 

Notes:

1.     Subject to certain conditions being satisfied (as outlined in this
document). If successful expected to complete before end of September 2022

2.     Convertible Bond, Orion Equity Investment and Tin Royalty, if
successful, expected to complete during Q4 2022.

3.     Funds ring-fenced for tin development only

 

AfriTin Trading Update: Q2 Production Update

 

Normal plant production continued during Q2 despite construction and
commissioning work on the Phase 1 Expansion Project. Delays due to
construction tie-ins and commissioning of the new circuits were minimised
through careful planning and stockpiling of crushed ore.

 

The Company achieved tin concentrate production of 214 tonnes for the period
under review. Although this is 10% below the previous quarter, it compares
well with the quarterly average of the previous financial year (201 tonnes).
Likewise, tin contained in concentrate decreased by 13% Quarter on Quarter
("QoQ") to 133 tonnes, some 7% above the quarterly average for the previous
financial year.

 

A total of 134 kt of ore was processed at an average processing rate of 100
tph. Processing plant efficiency as measured by overall tin recovery improved
2% QoQ to a record of 69%. The average plant feed grade for the quarter
decreased 3% QoQ due to natural orebody grade variations in the current mining
area.

 

Operating costs for Uis Mine increased to US$25,245 (unaudited) per tonne of
tin. This can be attributed mainly to lower production volumes of tin,
additional ramp-up costs to ensure operational readiness for the expanded
production, inflationary pressure of high fuel prices which increased by 16%
QoQ, and higher maintenance costs due to unplanned stoppages. Except for
higher fuel prices, all of the aforementioned cost factors are regarded as
extraordinary events which are expected to be resolved during the next
quarter. The Company also expects the forward-looking unit costs to improve
with the realisation of higher production volumes from the Phase 1 Expansion
Project. Steady state production for the expanded operation is projected for
Q4 FY2023.

 

The QoQ performance for the Uis Mine is tabulated below:

 

Table 1: QoQ (Q2 FY2023 vs Q1 FY2023) production and cost performance of the
Uis Mine.

 Description                       Units                FY2022 Actual Quarterly Average (Mar 2021 - Feb 2022)  Q1 FY2023 Actual        Q2 FY2023 Actual        QoQ Performance

                                                                                                               (Mar 2022 - May 2022)   (Jun 2022 - Aug 2022)   (% Change)
 Plant Availability                %                    87                                                     89                      89                      0%
 Plant Utilisation                 %                    79                                                     78                      69                      -12%
 Plant Processing Rate             Tph                  92                                                     99                      100                     1%
 Ore Processed                     T                    135,900                                                152,243                 134,315                 -12%
 Feed Grade                        % Sn                 0.147                                                  0.149                   0.145                   -3%
 Tin Concentrate                   T                    201                                                    239                     214                     -10%
 Tin Contained in Concentrate      t                    124                                                    152                     133                     -13%
 Tin Recovery                      %                    62                                                     67                      69                      2%
 Operating Cost* for Uis Tin Mine  US$/t contained tin  25,209                                                 20,989                  25,245                  20%
 AISC** for Uis Tin Mine           US$/t contained tin  27,515                                                 23,526                  29,282                  24%
 Tin Price Achieved                US$/t contained tin  38,604                                                 34,367                  22,975                  -33%

* Operating Cost (excludes sustaining capital expenditure associated with
developing and maintaining the Uis operation; unaudited)

** AISC = All-In Sustaining Cost (incorporates all costs related to sustaining
production and in particular recognising the sustaining capital expenditure
associated with developing and maintaining the Uis operation, including
pre-stripping waste mining costs; unaudited)

Phase 1 Expansion Project

The Phase 1 Expansion Project is entering the final stages of commissioning
and is expected to be completed by the end of September 2022. The project is
projected to increase quarterly production capacity to approximately 315
tonnes of tin concentrate containing approximately 190 tonnes of tin metal (a
43% improvement compared to Q2 performance).

 

The Company advises that commissioning of the Expansion Project may impact on
the production volumes for Q3 due to a required plant shutdown period. The
impact is expected to be approximately 3 weeks, an equivalent of approximately
50 tonnes of tin concentrate production, after which normal production will be
resumed.

 

Uis Exploration Drilling Programme

An infill exploration drilling programme is currently underway at Uis with the
aim of increasing the mineral resource confidence for lithium and tantalum
over the V1/V2 pegmatite. Of the 52 planned drill holes, 48 holes have been
drilled, 30 holes have been sampled and shipped for analysis, and assays for 9
holes have been received.

 

In addition, the Company has finalised the planning of an exploration drilling
programme to validate the historical drill hole database over the pegmatites
proximal to the V1/V2 pegmatites at Uis. This programme will follow the
current infill drilling phase.

 

Regional Exploration Programme

The Company continues to advance its exploration programmes over its other
mineral licences in Namibia, which include Brandberg West, B1C1 and Nai-Nais.

 

An initial exploration drilling programme has been designed for the Brandberg
West deposit, the site of an historic tin and tungsten deposit, with ancillary
copper mineralisation.

 

Following the confirmation of lithium in the form of spodumene (announced 2
March 2022) on the B1C1 mining licence adjacent to Uis, the Company has
finalised planning for an exploration drilling programme with the aim of
conducting an initial assessment of its tantalum, tin, and lithium
mineralisation.

 

A detailed mapping programme over the Nai-Nais licence delineated over 500
pegmatites. A comprehensive sampling programme is currently underway, and the
Company will update the market upon receipt of assays.

 

Metallurgical Testwork

Lithium metallurgical test work by our industry specialist consultants Nagrom,
Anzaplan and GeoLabs continues as scheduled. These workstreams aim to expand
on the promising results received to date, which have confirmed a high-grade,
ultra-low iron petalite concentrate (announced 24 May 2022).  In addition,
ore sorting test work continues with both Tomra and Steinert. Updates on these
workstreams and their results will be communicated to the market in due
course.

 

ESG

ESG remains a core value of AfriTin Mining and an integral part of the
Company's culture. The ESG team is currently finalising several workstreams as
part of a newly developed ESG framework with the support of key external
consulting agencies Digby Wells (South Africa) and Environmental Compliance
Consultancy (Namibia). These include the establishment of AfriTin's 5-year ESG
strategy, an inaugural sustainability report working towards GRI reporting
standards and the development of a Corporate Social Investment (CSI)
framework.

 

Additional site-specific ESG work streams for the Uis Mine include a Climate
Change Risk Assessment, initial Mine Closure Plan, updated Environmental
Management Plan (EMP) and Environmental and Social Impact Assessment (ESIA) in
line with our by-product expansion projects, and ongoing geotechnical and
geochemical analysis of co-disposal facilities. All of these workstreams are
being conducted in line with international best-practice guidelines and align
with ICMM and IFC standards.

The Company continues to put its employee's safety and well-being at the
forefront of its operations. In this regard, a Safety Mindset and Elimination
of Fatalities programme has been implemented across the group to ensure the
ongoing safety of our teams.

 

For further details please contact:

 

 AfriTin Mining Limited                   +27 (11) 268 6555
 Anthony Viljoen, CEO

 Nominated Adviser                        +44 (0) 207 220 1666
 WH Ireland Limited

 Katy Mitchell

 Corporate Advisor and Joint Broker
 H&P Advisory Limited                     +44 (0) 20 7907 8500

 Andrew Chubb

 Jay Ashfield

 Matthew Hasson

 Stifel Nicolaus Europe Limited           +44 (0) 20 7710 7600

 Ashton Clanfield

 Callum Stewart

 Varun Talwar

 Tavistock Financial PR (United Kingdom)  +44 (0) 207 920 3150
 Emily Moss

 Cath Drummond

 

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
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MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
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whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, South Africa, Japan or any other jurisdiction in which such
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The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
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(c), (d), (e) and (f) together being referred to as "Relevant Persons").

 

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the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward ‐ looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, H&P and/or Stifel expressly disclaims
any obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.

 

WH Ireland Limited, which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting as nominated advisor for
the purposes of the AIM Rules for Nominated Advisers and the AIM Rules for
Companies exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing and will not be
responsible to anyone other than the Company in connection with  the Placing
or for providing the protections afforded to their clients or for giving
advice in relation to the Placing or any other matter referred to in this
Announcement.The responsibilities of WH Ireland, as nominated adviser, are
owed solely to the London Stock Exchange plc and are not owed to the Company
or to any director or any other person and accordingly no duty of care is
accepted in relation to them. No representation or warranty, express or
implied, is made by WH Ireland as to, and no liability whatsoever is accepted
by WH Ireland in respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this Announcement is
issued).

 

H&P Advisory Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing
and will not be responsible to anyone other than the Company in connection
with  the Placing or for providing the protections afforded to their clients
or for giving advice in relation to the Placing or any other matter referred
to in this Announcement.

 

Stifel Nicolaus Europe Limited, which is authorised and regulated by the FCA
in the United Kingdom is acting exclusively for the Company and for no one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company in
connection with  the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matter referred to in this Announcement.

 

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 WH Ireland, H&P and/or Stifel (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("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 WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing 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 WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or any of their respective 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.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

 

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.

 

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

 

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.

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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