Completion of Director Subscription

Alkemy Capital Investments PLC

29 September 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

29 September 2023

Alkemy Capital Investments Plc

Completion of Director Equity Participation at £1.40 per Share

Further to its announcement on 31 May 2023 in relation to its £1.35m fundraise and director participation (the "May Fundraise"), Alkemy Capital Investments plc ("Alkemy" or the "Company") (ALK:LSE) (JV2:FRA) announces that on or around 5 October 2023 it will issue 657,711 new ordinary shares to Paul Atherley in full repayment of the interest free stock loan that was provided to the Company by Mr Atherley in order to facilitate the May Fundraise (the "Stock Loan Repayment Shares").

In addition, on the same date, the Company will repay in full the £330,000 unsecured, interest free loan provided to the Company by Mr Atherley and the £100,000 unsecured, interest free loan provided to the Company by Sam Quinn at the time of the May Fundraise (noting Mr Atherley and Mr Quinn were unable to participate directly in the May Fundraise as doing so would have triggered a mandatory offer for the Company under the City Code on Takeovers and Mergers).

As agreed at the time, Mr Atherley and Mr Quinn will apply such amounts to be repaid to them to subscribe for 235,714 new ordinary shares to be issued by the Company in the case of Mr Atherley and 71,428 new ordinary shares to be issued by the Company in the case of Mr Quinn, in each case at a price of £1.40, being the placing price of the May Fundraise (the "IFL Repayment Shares" and together with the Stock Loan Repayment Shares, the "New Shares").

The Company will apply for admission of all such New Shares to listing on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to occur at 8.00 a.m. on or around 5 October 2023.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 8,164,851 ordinary shares each with a right to vote and with no shares held in treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Further information

For further information, please visit the Company's website: www.alkemycapital.co.uk or www.teesvalleylithium.co.uk

-Ends-

Alkemy Capital Investments Plc	Tel: [phone] [e-mail]
SI Capital Limited	Tel: [phone]
VSA Capital Limited	Tel: [phone]

NOTES TO EDITORS

Alkemy is seeking to establish the world's leading independent and sustainable lithium hydroxide production by developing state-of-the-art lithium sulphate and lithium hydroxide facilities in Australia and the UK.

Alkemy, through its wholly owned UK subsidiary Tees Valley Lithium, has secured a 9.6 ha brownfields site with full planning permission at the Wilton International Chemicals Park in Teesside, a major UK Freeport, to build the UK's first and Europe's largest lithium hydroxide processing facility. Tees Valley Lithium has completed a Class 4 Feasibility Study for its proposed lithium hydroxide refinery which will process feedstock imported from various sources to produce 96,000 tonnes of premium, low-carbon lithium hydroxide annually, representing around 15% of Europe's projected demand.

Alkemy, through its wholly owned Australian subsidiary Port Hedland Lithium, has secured a 43.7 ha site near Port Hedland, Western Australia to build a world-class sustainable lithium sulphate refinery that will provide reliable feedstock for Tees Valley Lithium's refinery. Port Hedland Lithium has completed a Class 4 Feasibility Study for its proposed lithium sulphate refinery, each train of which will process spodumene concentrate to produce 40,000 tonnes of lithium sulphate annually.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

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, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful.

No action has been taken by the Company or any of its affiliates, or any person acting on its behalf that would permit an offer of the New Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into 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 compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the New Shares are being offered and sold only outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the New Shares will be made in the United States or elsewhere.

This Announcement has not been approved by the FCA, the London Stock Exchange, BaFin or the Frankfurt Stock Exchange.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly 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, the FCA, the London Stock Exchange, BaFin or the Frankfurt Stock Exchange.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the ordinary shares. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. 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 any ordinary shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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.

Notification of PDMR Dealings

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Paul Atherley
2	Reason for Notification
a)	Position/status	Chairman
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Alkemy Capital Investments Plc
b)	LEI	213800NW5GVIRMXSRL48
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	Ordinary shares
	Identification code	GB00BMD6C023
b)	Nature of the transaction	Repayment of stock loan
c)	Price(s) and volume(s)	Price(s) Volume(s) N/A 657,711
d)	Aggregated information
	- Aggregated volume	657,711
	- Price	N/A
e)	Date of the transaction	29 September 2023
f)	Place of the transaction	Outside a trading venue
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	Ordinary shares
	Identification code	GB00BMD6C023
b)	Nature of the transaction	Subscription for shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.40 235,714
d)	Aggregated information
	- Aggregated volume	235,714
	- Price	£330,000
e)	Date of the transaction	29 September 2023
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Sam Quinn
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Alkemy Capital Investments Plc
b)	LEI	213800NW5GVIRMXSRL48
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	Ordinary shares
	Identification code	GB00BMD6C023
b)	Nature of the transaction	Subscription for shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£1.40	71,428
d)	Aggregated information
	- Aggregated volume	71,428
	- Price	£100,000
e)	Date of the transaction	29 September 2023
f)	Place of the transaction	Outside a trading venue

Notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:

Alkemy Capital Investments Plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii:

3. Details of person subject to the notification obligation iv

Name

Paul Atherley

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.) v

Name

Paul Atherley

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi:

29 September 2023

6. Date on which issuer notified (DD/MM/YYYY):

29 September 2023

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

40.6%

-

40.6%

40.6%

Position of previous notification (if applicable)

33.6%

-

33.6%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of shares ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct (DTR5.1)

Indirect  (DTR5.2.1)

Direct (DTR5.1)

Indirect (DTR5.2.1)

GB00BMD6C023

3,313,714

-

40.6%

-

SUBTOTAL 8. A

3,313,714

40.6%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration date x

Exercise/ Conversion Period xi

Number of voting rights that may be acquired if the instrument is exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration date x

Exercise/ Conversion Period xi

Physical or cash Settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

X

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Place of completion

Outside a trading venue

Date of completion

29 September 2023

 

END