THE DIRECTORS OF EVRIMA PLC CONSIDER THIS ANNOUNCEMENT TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO. 594/2014 OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. BY PUBLICATION OF THIS ANNOUNCEMENT, THE INFORMATION SET OUT WITHIN IT IS DEEMED NOW TO BE IN THE PUBLIC DOMAIN.
(“Evrima” or the “Company”)
Evrima Completes Equity Financing, led by the Directors and its Corporate Broker, Peterhouse Capital Limited, to Raise Gross Proceeds of £720,000
Particulars of the Regulatory Announcement
The Equity Financing
Directors Participation and Related Party Disclosure
Chief Executive Officer’s Statement
Admission and Total Voting Rights
The Equity Financing
Evrima has raised £720,000 before expenses through a placing (the “Placing”) of 14,400,000 new ordinary shares of 0.1 p each at five pence (£0.05) per share (the “Placing Shares”), conditional upon admission of the Placing Shares to trading on AQSE Growth Market (“Admission”).
Alongside each Placing Share subscribed, subscribers will receive one warrant to subscribe for one additional new ordinary share, exercisable at 10 pence (£0.10) for a period ending three years from the date of Admission (“Warrants”). Should subscribers in the Placing elect to exercise their Warrants in full during their currency, for each new ordinary share so subscribed at 10 pence, they shall be issued with one replacement warrant (“Replacement Warrants”) granting the right to subscribe for one further new ordinary share with an exercise price of 20 pence, exercisable for three years from the date of issue of the Replacement Warrant.
The Placing was conducted with a range of existing shareholders and new investors and was led by the Directors and the Company’s corporate broker, Peterhouse Capital Limited, which has acted as sole broker to the Placing.
The Company has issued to Peterhouse Capital Limited 500,000 broker warrants on the same terms as those which attach to the Warrants that are being issued to Placing participants in tandem with the Placing Shares.
2. Directors’ Participations & Related Party Disclosure
The participations of Simon Grant-Rennick and Burns Singh Tennent-Bhohi in the Placing represent dealings in the capital of the Company by Directors; by virtue of Guy Miller’s common directorships of it and of the Company, the participation of Gledhow Investments plc is a transaction with a related party. The commercial terms of the Placing subscriptions by Directors and by the related party disclosed here are identical to those attaching to other subscribers’ subscriptions.
Upon allotment of the Placing Shares, the shareholdings of the participating Directors and related party mentioned above shall be as follows:
Shares Currently Held
Percentage of Enlarged Issued Share Capital
Burns Singh Tennent-Bhohi
Gledhow Investments plc**
* Simon Grant-Rennick is an adviser to Alpha Corporate Services (Bermuda) Ltd. although he has no beneficial interest in that entity. Upon Admission, Alpha Corporate Services (Bermuda) Ltd. will be interested in 4,540,000 shares, representing 11.51% of the Company's share capital as enlarged by the Placing. Simon Grant-Rennick has also subscribed personally for 1,000,000 shares in the Placing and upon Admission will be interested in 1,000,000 shares representing 2.54% of the Company’s share capital as enlarged by the Placing.
** Guy Miller, a Director, is also a director of Gledhow Investments plc (AQSE: GDH).
3. Burns Singh Tennent-Bhohi, Chief Executive Officer’s, Statement
“I wish to take this opportunity to thank my Board colleagues, existing and new shareholders and the Company’s broker, Peterhouse Capital, for their enthusiastic support of this financing.
In July 2020, the Board and investors recapitalised the Company at three pence per share and adopted an investment strategy focusing on identifying opportunities in the natural resource sector.
In the last year, the Company has established a clear and simple investment strategy which is creatively to source, structure and execute investment transactions in base and industrial metals opportunities, in Botswana.
To date we have amassed positions in Premium Nickel Resources Corporation, Eastport Ventures Inc. and Kalahari Key Minerals Exploration. These are active exploration and development companies operating in Botswana, with interests that expose the Company to early-stage exploration, development assets and previously producing mines with many hundreds of millions of dollars in capitalised expenditures that are being redeveloped for fast-track production. This blend of varying risk exposures provides a balanced pool of assets which should offer the Company clear paths to realising value.
The Directors expect the Company will experience a highly active period from now until the year-end, as certain investees reach pivotal points in their development paths. In addition to existing interests, Evrima is also considering parallel investment opportunities that could provide direct exposure to projects strategically located and positioned within our investees’ licence areas. This ability and access should enable the Company to create leverage through direct asset investment while retaining the ability to predetermine capital commitments contingent on the success and performance of our investees.”
4. Admission of Shares and Enlarged Voting Rights
Application will be made for Admission, which is expected to occur on or around 15th September 2021. No application shall be made to admit to trading on AQSE Growth Market or to any other forum of quotation either the Warrants (which are not divisible or transferable) or (if, as and when issued) the Replacement Warrants.
Following the Admission of the 14,400,000 Placing Shares, Evrima’s issued ordinary share capital shall consist of £39,436.73 divided into 39,436,728 ordinary shares of 0.1 pence each. 39,436,728 will therefore represent the total number of voting rights in the Company and, following Admission, should be used by shareholders as the denominator for the calculation by which they may determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s (“FCA”) Disclosure and Transparency Rules. The Placing Shares shall rank pari passu in all respects with the existing ordinary shares of the Company.
London, 2nd September 2021
The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Burns Singh Tennent-Bhohi (CEO & Director)
Simon Grant-Rennick (Executive Chairman)
Keith, Bayley, Rogers & Co. Limited (AQSE Corporate Adviser):
Graham Atthill-Beck: +44 (0) 7506 43 41 07; Graham.Atthill-Beck@kbrl.co.uk; email@example.com
Peterhouse Capital Limited (Corporate Stockbroker):
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)