Results of Placing

Adriatic Metals PLC

08 August 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES,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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"), AND ARTICLE 7 REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("EU MAR").

8 August 2023

RESULTS OF PLACING

Further to the announcement on 7 August 2023 in relation to the Placing, Adriatic Metals Plc (ASX:ADT, LSE:ADT1, OTCQX:ADMLF) is pleased to announce that Morgans Corporate Limited ("Morgans"), RBC Europe Limited ("RBC") and Stifel Nicolaus Europe Limited ‎‎("Stifel") have successfully placed 14,777,632 new ordinary shares of 1.3355 pence each in the capital of the Company (the "New Ordinary Shares") with institutional investors ("Placees") via an accelerated bookbuild (the "Placing"). The placing price of 170 pence per New Ordinary Share (AU$3.30⁽¹⁾ per CHESS Depositary Interest ("CDI") representing such New Ordinary Shares) (the "Placing Price") represents a discount of approximately 5.1 per cent. to the 10-day volume weighted average price on the Australian Securities Exchange ("ASX") to 7 August 2023. The Placing has raised gross proceeds of approximately US$32.0 million (approximately £25.1 million¹).

Applications will be made to the FCA for admission of the New Ordinary Shares to the standard listing segment of the Official List of the FCA and to the London Stock Exchange for admission to trading of the New Ordinary Shares on its main market for listed securities ("UK Admission"). It is expected that UK Admission of the New Ordinary Shares will become effective at or around 8.00 a.m. on 14 August 2023 and that dealings in the New Ordinary Shares will commence at that time.

Applications will also be made for the New Ordinary Shares, in the form of CDIs (the New Ordinary Shares and the CDIs, together the "Placing Securities"), to be quoted on the ASX, which is expected to become effective (and it is expected that commencement of trading in the New Ordinary Shares, in the form of CDIs, on the ASX will commence) on 15 August 2023 ("ASX Admission" and, together with UK Admission, "Admission"). The issue of the New Ordinary Shares is pursuant to the Company's placement capacity under ASX Listing Rule 7.1.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company and will on issue be free of all claims, liens, charges, encumbrances and equities.

The Company confirms that with effect from UK Admission, the Company's issued share capital will comprise 292,654,419 ordinary shares of 1.3355 pence each, with each share carrying the right to one vote. The Company does not hold any ordinary shares in treasury.

The above figure of 292,654,419 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

Paul Cronin, Adriatic's Managing Director and CEO, commented:

"We are pleased to announce the results of this capital raise and are delighted with the strong investor support. We believe this funding will enable Adriatic to accelerate and expand our exploration activities, which will position Adriatic as one of the leading base and precious metals developers in Europe."

¹ Calculated by reference to a GBP:AUD exchange rate of 1:1.9451 and a GBP:USD exchange rate of 1:1.27655 as at 3.00 p.m. London time on 7 August 2023

Terms used in this announcement shall, unless the context otherwise requires, be as defined in the announcement published by the Company on 7 August 2023 in relation to the Placing.

-ends-

MARKET ABUSE REGULATION DISCLOSURE

The information contained within this announcement is deemed by the Company (LEI: 549300OHAH2GL1DP0L61) to constitute inside ‎information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR"), and Article 7 of the Market Abuse Regulation (EU) No. 596/2014 ("EU MAR"). Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain. The person ‎responsible for arranging and authorising the release of this announcement on behalf of the Company is Paul Cronin, Managing Director and CEO.

Authorised by Paul Cronin, Managing Director & CEO

For further information please visit: www.adriaticmetals.com; email: [e-mail], @AdriaticMetals on Twitter; or contact:

Adriatic Metals PLC
Paul Cronin / Klara Kaczmarek	Via Buchanan
Buchanan	Tel: [phone]
Bobby Morse / Oonagh Reidy	[e-mail]
Morgans Corporate Limited (Joint Bookrunner)
Rob Douglas / Sam Warriner / Mitch Duffy	Tel: [phone]
RBC Capital Markets (Joint Bookrunner & Joint Corporate Broker)
Farid Dadashev / James Agnew / Jamil Miah	Tel: [phone]
Stifel Nicolaus Europe Limited (Joint Bookrunner & Joint Corporate Broker)
Ashton Clanfield / Callum Stewart / Varun Talwar	Tel: [phone]
Citadel Magnus
Cameron Gilenko	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 world-class Vares Silver Project in Bosnia & Herzegovina, as well as the Raska Zinc-Silver Project in Serbia.

The Vares Silver Project is fully funded to production, which is expected in Q4 2023. The 2021 Project Definitive Feasibility Study shows robust economics of US$1,062 million post-tax NPV8, 134% IRR and a capex of US$168 million. Concurrent with ongoing construction activities, the Company continues to explore across its highly prospective 44km² concession package.

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 ‎Placing 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 Placing Securities or possession or distribution of this announcement or any other offering or publicity material relating to such Placing 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.

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (A) if in a member state of the European Economic Area (the "EEA"), persons who are qualified investors ("Qualified Investors"), being persons falling within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129; or (B) if in the United Kingdom, qualified investors as defined under Article 2(e) of the UK version of the Prospectus Regulation (EU) 2017/1129, which forms part of the domestic law by virtue of European Union (Withdrawal) Act 2018, as amended, who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order; or (C) professional investors in Hong Kong under the Securities and Futures (Professional Investor) Rules made under the Securities and Futures Ordinance of Hong Kong; or (D) (i) to an 'institutional investor' (as defined in section 4A of the Securities and Futures Act 2001 as modified or amended from time to time (the "SFA") pursuant to Section 274 of the SFA; or (ii) to a 'relevant person' (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA; or (E) persons to whom it may otherwise by lawfully communicated (all such persons referred to in (A), (B), (C), (D) and (E) above together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser.

This announcement has not been lodged with the Australian Securities and Investments Commission ‎("ASIC") ‎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 Placing Securities 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, Singapore or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Securities is being made in any such jurisdiction.

The Placing 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 Placing 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 Placing Securities in the United States.

No prospectus will be registered with the Monetary Authority of Singapore in connection with the Placing. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Placing Securities to be issued from time to time by the Company pursuant to the Placing may not be circulated or distributed, nor may the Placing Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an 'institutional investor' (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA, (ii) to a 'relevant person' (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Placing Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)  a corporation (which is not an accredited investor (as defined in the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

the securities or securities-based derivatives contracts (each term as defined in Section 2 (1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Placing Securities pursuant to an offer made under Section 275 of the SFA except:

(a)   to an institutional investor or to a relevant person (as defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;

(b)   where no consideration is or will be given for the transfer;

(c)   where the transfer is by operation of law;

(d)   as specified in Section 276(7) of the SFA; or

(e)   as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018. 

Notification under Section 309B(1) of the SFA: The Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Placing Securities are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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; precious metals and other commodities' prices; 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; 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. In particular, no statement in this announcement is intended to be a profit forecast or profit estimate and no statement of a financial metric (including estimates ‎of EBITDA, free cash flow or net debt) should be interpreted to mean that any financial metric for the current ‎or future financial years would necessarily match or exceed the historical published position of the Company. ‎Certain statements in this Announcement may contain estimates. The estimates set out in this Announcement have been prepared based on numerous assumptions and forecasts, some of which are outside of the Company's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by the Company's auditors. Undue reliance should not be placed on them and there can be no guarantee or assurance that they will be correct.

Stifel Nicolaus Europe Limited ("Stifel") is 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. Morgans Corporate Limited ("Morgans")‎ is regulated in Australia by the ASIC‎.

Each of RBC, Stifel and Morgans (together, the "Joint Bookrunners") is acting for the Company in connection with the Placing 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 Placing 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.

By participating in the Placing, each Placee will be deemed to have read and understood the Company's announcement dated 7 August 2023 in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Securities on the terms and conditions set out in Appendix 1 to the announcement and to be providing representations, warranties, undertakings and acknowledgements contained in Appendix 1 to the announcement.

The Placing Securities to be issued pursuant to the Placing 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 the Placing Shares and the ASX in respect of CHESS Depositary Interests representing Placing Shares.

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