REG - GreenRoc Strateg PLC - Placing and Subscription to raise £735,000
03/02/2025 07:15
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RNS Number : 6211V GreenRoc Strategic Materials Plc 03 February 2025
GreenRoc Mining Plc / EPIC: GROC / Market: AIM / Sector: Mining
3 February 2025
GreenRoc Strategic Materials plc
("GreenRoc" or the "Company")
Placing and Subscription to raise £735,000
Change of Registered Office
GreenRoc Strategic Materials Plc (AIM: GROC), a company focused on the
development of critical mineral projects in Greenland, is pleased to announce
that it has completed a placing and subscription ("Fundraise") to raise a
total of £735,000 (before costs).
The Fundraise comprises a significant placing of £500,000 from institutional
investors, £165,000 from existing shareholders, £50,000 from largest
shareholder Alba Mineral Resources Plc and £17,500 from directors of the
Company. This has raised an aggregate amount of £735,000 (before costs) at a
price of 1.3 pence per share (the "Placing Price") resulting in the issue of a
total of 56,538,462 new ordinary shares ("New Ordinary Shares"). The Placing
Price represents a discount of approximately 31.57 per cent. to the previous
day's closing mid-price.
For every two New Ordinary Shares issued, investors in the Fundraise will
receive one warrant. These warrants will have an exercise price of 2p per
ordinary share and will expire two years after the date of the New Ordinary
Shares' admission to trading on AIM.
Use of Proceeds
The proceeds of the Fundraise will provide general working capital and be used
by the Company in particular to:
· assess options for grant funding and prepare detailed
applications to relevant funding programmes to finance part of the forward
work programme at Amitsoq;
· progress the Company's recently submitted application for an
Exploitation Licence, including the payment of relevant fees;
· fund the testing of non-fluoric acid purification techniques for
graphite anode material;
· conduct life-cycle -analysis of CO2 emissions associated with
GreenRoc's planned production of graphite anode material; and
· continue discussions with potential strategic and offtake
partners.
Directors' Participation
The Directors' participation in the Fundraise is set out below:
Director Ordinary Shares in which the Director is interested prior to the Fundraise Number of New Ordinary Shares subscribed for Value of New Ordinary Shares subscribed for Ordinary Shares in which the Director is interested following the Fundraise % of Enlarged Share Capital
George Frangeskides 927,778 384,615 £5,000 1,312,393 0.52%
Stefan Bernstein 1,711,666 384,615 £5,000 2,096,281 0.83%
Mark Rachovides 280,000 192,308 £2,500 472,308 0.19%
Mark Austin 291,666 192,308 £2,500 483,974 0.19%
Andrew Panteli 291,666 192,308 £2,500 483,974 0.19%
PDMR forms are set out at the end of this announcement.
GreenRoc's CEO, Stefan Bernstein, commented:
"This fundraise allows us to move on with both the Amitsoq mine and our plans
for the graphite anode materials plant. In addition to some technical
advancements, we will also engage with a LCA consultant to help us document
the savings in CO2 emissions associated with locating our AAM plant in the
Nordic region.
"We will now work to exploit the various opportunities for public financing of
parts of the work programme, building on the fact that the Amitsoq mine and
the graphite anode materials plant have been granted formal "Project" status
by the intergovernmental Mineral Security Partnership and we have applied to
become a Strategic Project under the EU's Critical Raw Materials Act (see our
RNSs of 27 August and 30 September 2024). We will strive to establish a strong
financial foundation for GreenRoc to develop its capacity to produce graphite
anode material for the European Battery industry.
"I would like to thank the investors supporting this raise - in what remain
challenging capital markets, we set out to raise a minimum of £500,000 and
achieved a near 50% oversubscription, which is a strong endorsement of the
huge potential upside associated with GreenRoc."
Related Party Transactions
The subscriptions by George Frangeskides, Stefan Bernstein, Mark Rachovides,
Mark Austin and Andrew Panteli for Placing Shares (the "Subscription")
constitute related party transactions as defined by the AIM Rules for
Companies ("AIM Rules"). It has also been agreed that the shares the subject
of the subscription will be issued in lieu of cash payable to the subscribing
Directors in respect of their fees ("Fee Agreements"). The Fee Agreements also
constitute related party transactions under the AIM Rules. The independent
director of the Company, being Lars Brunner, considers, having consulted with
Cairn Financial Advisers LLP ("Cairn"), the Company's nominated adviser, that
the terms of the Subscription and the Fee Agreements are fair and reasonable
insofar as the Company's shareholders are concerned.
Alba Mineral Resources plc ("Alba") is participating in the Fundraise,
subscribing for £50,000 of New Ordinary Shares. It has been agreed between
the Company and Alba that the £50,000 payable to the Company will be settled
in lieu of fees payable by GreenRoc to Alba for services provided under the
terms of the services agreement disclosed in the Company's AIM Admission
Document (the "Arrangement"). The subscription by Alba and the Arrangement
constitute related party transactions under the AIM Rules. The independent
directors of the Company, being all of the Directors other than George
Frangeskides and Mark Austin, consider, having consulted with Cairn, that the
terms of Alba's subscription and the Arrangement are fair and reasonable
insofar as the Company's shareholders are concerned.
Admission to Trading on AIM and Total Voting Rights
Application will be made for the New Ordinary Shares, which will rank pari
passu with the existing ordinary shares of 0.1 pence each, to be admitted to
trading on AIM ("Admission"). It is expected that Admission will become
effective and that dealings will commence at 8:00 a.m. on or around 10
February 2025.
Following the issue of the New Ordinary Shares, the total issued share capital
of the Company will consist of 251,421,671 ordinary shares of 0.1 pence each.
The Company does not hold any ordinary shares in Treasury, therefore the total
current voting rights in the Company following Admission will be 251,421,671.
This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.
Change of Registered Office
The Company announces that the Company's registered office has changed to c/o
Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, City of London EC2N
4BQ.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
**ENDS**
For further information, please contact:
GreenRoc Mining plc +44 20 3950 0724
Stefan Bernstein, CEO
Cairn Financial Advisers LLP (Nomad) +44 20 7213 0880
James Caithie / Sandy Jamieson / Louise O'Driscoll
Oberon (Broker) +44 20 3179 5300
Nick Lovering/Adam Pollock
St Brides Partners Ltd (Financial PR & IR) Susie Geliher / Paul Dulieu / +44 20 7236 1177
Isabelle Morris
PDMR Disclosures
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Stefan Bernstein
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Strategic Materials Plc
b. LEI
213800OAVF2KQAD11380
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 £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.30 pence 384,615
d. Aggregated information
N/A
e. Date of the transaction 31 January 2025
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr George Frangeskides
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Strategic Materials Plc
b. LEI
213800OAVF2KQAD11380
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 £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.30 pence 384,615
d. Aggregated information
N/A
e. Date of the transaction 31 January 2025
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Mark Rachovides
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Strategic Materials Plc
b. LEI
213800OAVF2KQAD11380
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 £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.30 192,308
d. Aggregated information
N/A
e. Date of the transaction 31 January 2025
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Mark Austin
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Strategic Materials Plc
b. LEI
213800OAVF2KQAD11380
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 £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.30 192,308
d. Aggregated information
N/A
e. Date of the transaction 31 January 2025
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Andrew Panteli
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Strategic Materials Plc
b. LEI
213800OAVF2KQAD11380
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 £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.30 192,308
d. Aggregated information
N/A
e. Date of the transaction 31 January 2025
f. Place of the transaction London, UK
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