Publication of Prospectus

RNS Number : 1445P

Adriatic Metals PLC

14 October 2021

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.

14 October 2021

Adriatic Metals Plc

("Adriatic Metals" or the "Company" or, together with its subsidiaries, the "Group")

Publication of Prospectus

Further to the announcement by Adriatic Metals Plc (ASX:ADT, LSE:ADT1, OTCQX:ADMLF) yesterday in relation to the results of the Placing, the Company is pleased to announce that the Prospectus dated 14 October 2021 has been approved by the FCA and has been published today.

The Prospectus and an electronic copy of the Prospectus has been made available on the Company's website ( https://www.adriaticmetals.com/investors/ ) which will also be available for inspection at the National Storage Mechanism website ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .  An electronic copy of the Prospectus will also be lodged with the ASX and be accessible on the ASX website ( https://www.asx.com.au ). Copies of the Prospectus will also shortly be made available for inspection during normal working hours at the offices of the Company at Regent House, 65 Rodney Road, Cheltenham, Gloucestershire GL50 1HX.

Terms used in this announcement shall, unless the context otherwise requires, be as defined in the announcement published by the Company on 12 October 2021 in relation to the Proposed Equity Fundraise.

For further information please visit www.adriaticmetals.com or @adriaticmetals visit on Twitter; or contact:

Adriatic Metals PLC
Paul Cronin / Thomas Horton		Tel: [phone]
Canaccord Genuity Limited (Joint Bookrunner)
Jeremy Dunlop (Australia)		Tel: [phone]
James Asensio  (UK)		Tel: [phone]
RBC Capital Markets (Joint Bookrunner)
Marcus Jackson / Jamil Miah		Tel: [phone]
Stifel Nicolaus Europe Limited (Joint Bookrunner)
Ashton Clanfield / Callum Stewart		Tel: [phone]
Buchanan
Bobby Morse / Ariadna Peretz		Tel: [phone]
The Capital Network
Julia Maguire / Lelde Smits		Tel: [phone]

ABOUT ADRIATIC METALS

Adriatic Metals Plc (ASX:ADT, LSE:ADT1, OTCQX:ADMLF) is a precious and base metals developer that is advancing the Vares Silver Project in Bosnia & Herzegovina, as well as the Raska Zinc-Silver Project in Serbia.

The Company is the only publicly listed mining company exploring in Bosnia and Herzegovina and is leveraging its first-mover advantage. Concurrent with advancing the construction of the Vares Silver Project, the Company continues to explore across its large, highly prospective 41km² concession package.

The Company completed the acquisition of TSX-listed Tethyan Resource Corp. in Q4 2020, which contained the Raska Zinc-Silver Project in southern Serbia. The Company is exploring across its 99km² highly prospective concession area, which includes around the formerly operating Kizevak and Sastavci polymetallic mines.

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

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

This announcement has not been lodged with the Australian Securities and Investments Commission ‎ and is not a prospectus, product disclosure statement or disclosure document for the purpose of the Corporations Act 2001 (Cth) ("Corporations Act") and it does not and is not required to contain all the information which would be required under the Corporations Act to be included in such a disclosure document. ‎ This announcement does not constitute an offer of securities for sale in Australia. 

This announcement is not for publication or distribution, directly or indirectly, in or into Australia other than to persons who are (i) either a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act or a "professional investor" within the meaning of Section 9 and Section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of Section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect, and has been prepared on that basis. No offer of New Ordinary Shares may be made in Australia except to a person who is a sophisticated investor, a professional investor or a wholesale client (each as defined in the Corporations Act).

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the " United States " or " US " ), Canada, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Fundraise Securities is being made in any such jurisdiction.

The Fundraise Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the " Securities Act " ), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Fundraise Securities may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Fundraise Securities in the United States.

This announcement may contain " forward-looking statements " with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as " aim " , " anticipate " , " target " , " expect " , " estimate " , " intend " , " plan " , " goal " , " believe " , " seek " , " may " , " could " , " outlook " or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are or may be beyond the control of the Company and which could cause actual results of trends to differ materially, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which the Company and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of the Company; the effect of operational risks; an unexpected decline in turnover, rental income or the value of all or part of the Company's property portfolio; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

Canaccord Genuity Limited ( " Canaccord " ) and Stifel Nicolaus Europe Limited ( " Stifel " ) are authorised and regulated in the United Kingdom by the Financial Conduct Authority ( " FCA " ). RBC Europe Limited ( " RBC " ) is authorised by the Prudential Regulation Authority (the " PRA " ) and regulated in the United Kingdom by the FCA and the PRA.

Each of Canaccord, RBC and Stifel (together, the " Joint Bookrunners " ) i s acting for the Company in connection with the Proposed Equity Fundraise and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Proposed Equity Fundraise or any other matter referred to in this announcement.

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 the Joint Bookrunners or by any of their respective affiliates or their respective affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of business of each of them to, the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Securities is being or will be made. This announcement is directed only at and may only be communicated to the categories of persons set out in the terms and conditions of the Placing set out in the Appendix to the announcement published by the Company in connection with the Proposed Equity Fundraise on 12 October 2021.

The Fundraise Securities to be issued pursuant to the Proposed Equity Fundraise will not be admitted to trading on any stock exchange other than the London Stock Exchange's main market for listed securities in respect of New Ordinary Shares and the ASX in respect of CDIs.

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.

 

END

 

 

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