GROC Update: Share Placing and Broker Option

RNS Number : 1958J

Alba Mineral Resources PLC

09 December 2022

 

Alba Mineral Resources plc     

("Alba" or the "Company") 

GROC Update: Share Placing, Broker Option and Directors' Dealing

Alba Mineral Resources plc (AIM: ALBA) is pleased to note the announcement today by its portfolio company, GreenRoc Mining plc ("GreenRoc") (AIM: GROC), of the completion of a placing of 7,000,000 new ordinary shares which has raised gross proceeds of £315,000 (before costs) (the "Placing"). The Placing was undertaken at a price of 4.5 pence per share (the "Placing Price"). G reenRoc is also putting in place a broker option allowing subscriptions up to £200,000 on the same terms and conditions as the Placing, with priority given to existing GreenRoc shareholders. 

Related Party Transaction

Participants in the Placing include GreenRoc Chief Executive Officer and Director Stefan Bernstein, who has subscribed for 800,000 shares for a total consideration of £36,000.  Mr Bernstein's subscription for Placing Shares in GreenRoc (the "Subscription"), which is a subsidiary of the Company, constitutes a related party transaction in respect of Alba pursuant to the AIM Rules. The Directors of the Company consider, having consulted with SPARK Advisory Partners Limited, the Company's nominated adviser, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Alba Comment

Alba has not participated in the GreenRoc Placing as the funds raised in the recent Alba fundraise (see the Alba RNS of 10 November 2022) have been earmarked for operational preparations and feasibility studies at the Clogau-St David's Gold Mine as well as due diligence costs and option fees in respect of new, value-enhancing project acquisitions which are being actively pursued. Alba may, however, elect to participate in future GreenRoc funding rounds.  Upon completion of the GreenRoc Placing, Alba's shareholding in GreenRoc will be 50.76%.

Alba Chairman, George Frangeskides, commented : "We are pleased to see GreenRoc successfully complete its top-up placing.  We know that the proceeds will be put to very good use in funding an accelerated development programme at Amitsoq."

"One of the stated benefits to Alba of the GreenRoc IPO was that Alba would continue to benefit from the considerable upside potential from the development of the GreenRoc assets without having to underwrite the funding commitments.  This has been borne out on this occasion, where Alba has been able to limit dilution for its shareholders by only raising funds recently for its own operating assets and leaving GreenRoc now to do the same for its operating assets. This certainly does not mean, however, that we will not look to participate in a future GreenRoc funding round, especially when better market conditions prevail , as we are steadfast in our belief in the fundamental strength of GreenRoc's assets."

T he GreenRoc announcement is set out below without material changes.    

GreenRoc Mining plc

("GreenRoc" or the "Company")

Placing & Broker Option and Director Dealing

GreenRoc Mining Plc (AIM: GROC), a company focused on the development of critical minerals projects in Greenland, is pleased to announce that it has undertaken a placing of 7,000,000 new ordinary shares which has raised gross proceeds of 315,000 (before costs) (the "Placing"). The Placing was undertaken at a price of 4.5 pence per share (the "Placing Price"). The Placing Price represents a discount of 13.5% to the closing price per GreenRoc ordinary share of 5.2 pence on AIM on 8 December 2022 and a discount of 7.1% to the volume weighted average price of GreenRoc ordinary shares of 4.846 pence in the 20 trading days up to and including 8 December 2022.

Participants in the Placing include GreenRoc Chief Executive Officer (CEO) Stefan Bernstein, who has subscribed for £36,000 of shares. A significant proportion of the Placing has been taken up by new investors introduced to the Company by Mr Bernstein.

To provide shareholders and other investors who did not have the opportunity to participate in the Placing to do so, the Company is also putting in place a broker option allowing subscriptions up to £200,000 on the same terms and conditions as the Placing with priority given to existing shareholders of the Company ("Broker Option").  Further details of this are provided below.

The proceeds of the Placing will be used to support an accelerated development programme at the Company's flagship Amitsoq Graphite Project in South Greenland ('Amitsoq' or the 'Project'), one of the world's highest grade graphite projects.  This includes environmental and social impact assessment studies as part of the licencing application process, and further test work on a 700kg bulk ore sample and marketing engagement as part of the commercialisation process.

GreenRoc's CEO, Stefan Bernstein, commented:

" As the world races to hit net zero energy targets and demand for electric vehicles rises, there is critical global demand for natural graphite of Amitsoq's quality and grade. We are accordingly focused on fast-tracking this world-class project into production and are delighted to have raised this top-up funding to maintain our highly active development strategy.  2023 is shaping up to be a significant year for GreenRoc, with an improved resource update expected at Amitsoq early in the New Year and a number of workstreams due to be completed as we advance the licensing application process and further unlock the Project's commercial potential.  I believe our investment proposition is strong, as underlined by my participation in the Placing and we are delighted to have welcomed a number of new investors to our register alongside our longer-term supporters.  Our focus now is to deliver on the opportunities ahead."

Application for Admission to AIM

Application will today be made to the London Stock Exchange to admit the Placing Shares to trading on AIM and admission is expected to occur on or around 16 December 2022. The Placing Shares will when issued rank pari passu with the Company's existing ordinary shares of 0.1 pence each.

Total Voting Rights

Following the issue of the Placing Shares, the enlarged issued share capital of the Company will comprise 118,200,001 Ordinary Shares, each with one voting right. The Company does not hold any Ordinary Shares in treasury, and therefore, the total number of voting rights in the Company will be 118,200,001.

The above figure of 118,200,001 should 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Directors' Dealing

Stefan Bernstein, Chief Executive Officer and a Director of the Company, participated in the Placing in the amount of 800,000 shares for a total consideration of £36k.

The table below sets out the details of the purchase of Ordinary Shares and resulting shareholding following the purchase. The PDMR form is set out at the bottom of this announcement.

Director	Ordinary Shares in which the Placee is interested prior to the Placing	Number of Placing Shares subscribed for	Value of Placing Shares subscribed for	Ordinary Shares in which the Placee is interested following the Placing	% of Enlarged Share Capital
Stefan Bernstein	Nil	800,000	£36,000	800,000	0.68%

Stefan Bernstein's subscription for Placing Shares (the "Subscription") constitutes a related party transaction as defined by the AIM Rules. The independent directors of the Company (being all directors of the Company other than Stefan Bernstein) consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Broker Option

A Broker Option has been put in place by the Company so that shareholders and other investors who did not initially have the opportunity to participate in the Placing may now do so on the same terms as the Placing, up to a total of 4,444,444 new ordinary shares ("Broker Option Shares") to raise up to £200,000 (before costs).

Independent financial advisers, stockbrokers or other firms authorised by the Financial Conduct Authority may apply to participate in the Broker Option, on behalf of existing shareholders and other interested applicants. Independent financial advisers, stockbrokers, or other firms authorised by the Financial Conduct Authority, should communicate their interest in participating in the Broker Option to Oval Money on 020 7392 1432.

Each application should state the number of Broker Option Shares that the interested party wishes to acquire at the Placing Price and should be submitted to OvalX no later than 12pm on 22 December 2022.

It is expected that, following allocations by OvalX (in consultation with the Company), application will be made to the London Stock Exchange for the relevant amount of Broker Option Shares to be admitted to trading on AIM ("Broker Option Admission"). Broker Option Admission is expected to become effective and trading of the Broker Option Shares will commence at 8.00 a.m. BST on 3 January 2023. Following Broker Option Admission, such Broker Option Shares will rank pari passu with the existing Ordinary Shares.

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	Stefan Bernstein
2	Reason for notification
a.	Position/Status	Chief Executive Officer
b.	Initial notification/  Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	GreenRoc Mining 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)
			4.5 pence	800,000
d.	Aggregated information	N/A
e.	Date of the transaction	9 December 2022
f.	Place of the transaction	London, UK

**ENDS**    

For further information, please visit   www.albamineralresources.com   or contact:   

 Alba Mineral Resources plc    

George Frangeskides, Executive Chairman    [phone] 

 SPARK Advisory Partners Limited (Nomad)     

Andrew Emmott                                                            [phone] 

OvalX (Broker)    

Thomas Smith                                                             [phone] 

 St Brides Partners (Financial PR)    

Isabel de Salis / Catherine Leftley  [e-mail] 

Alba's Projects and Investments

Mining Projects Operated by Alba	Location	Ownership
Clogau (gold)	Wales	100%
Dolgellau Gold Exploration (gold)	Wales	100%
Gwynfynydd (gold)	Wales	100%
Limerick (zinc-lead)	Ireland	100%
Investments Held by Alba	Location	Ownership
GreenRoc Mining Plc (mining)	Greenland	54%
Horse Hill (oil)	England	11.765%

 

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