Result of Placing and Subscription
Arc Minerals Limited has successfully raised £3.0 million through a placing and subscription of new ordinary shares at 0.4 pence per share, alongside a creditor subscription of £1,045,916.21 by directors, PDMRs, and contractors, which will be offset against outstanding amounts. The company will also issue 1,011,479,051 warrants, with one warrant for every new share subscribed. This funding is intended to support an exploration campaign in the Kalahari Copper Belt. Directors and PDMRs participated in the creditor subscription, acquiring 259,604,051 shares and will receive a corresponding number of warrants. Admission of the new shares to AIM is expected on April 30, 2026, at which point the enlarged share capital will be 2,459,587,314 ordinary shares.
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Arc Minerals (LSE: ARCM), an exploration company focused on discovering and developing Tier 1 copper deposits in Africa, is pleased to announce that further to the announcement made on 23 April 2026 (the "Launch Announcement"), the Bookbuild has now closed and the Company has raised £3.0 million in aggregate (before expenses) through the placing of 425,000,000 Placing Shares and a subscription of 325,000,000 Subscription Shares at the Issue Price pence of 0.4 pence per Ordinary Share. Zeus Capital acted as sole bookrunner in connection with the Placing, with Shard assisting with the fundraise as joint broker.
In addition, Directors, PDMRs and certain contractors have agreed to subscribe for new Ordinary Shares in the Creditor Subscription pursuant to which those parties will subscribe for 261,479,051 Creditor Subscription Shares at the Issue Price and the subscription monies due of £1,045,916.21 in respect of the Creditor Subscription Shares shall be off-set against amounts outstanding and owing to those persons such that the Company shall be deemed to have repaid the amounts due to be repaid and those sums shall then be applied to the subscription monies due in respect of the Creditor Subscription Shares. 259,604,051 Creditor Subscription Shares were issued to Board Directors and PDMRs of the Company as set out below. The Creditor Subscription is not part of the Placing or the Subscription.
The Placing is subject to the conditions set out in the Launch Announcement.
As part of the Fundraise, the Company will also issue 1,011,479,051 Warrants, in the ratio of one warrant for every one New Share placed and subscribed for as part of the Fundraise and Creditor Subscription following Admission. The terms of the Warrants are detailed in the Launch Announcement.
Rémy Welschinger, CEO of Arc Minerals, commented: "We are very pleased with the support received through this fundraise. We are now fully funded for an exciting exploration campaign this year in the only licence held by a junior inside the Zone 5 Corridor of the Kalahari Copper Belt. We are currently running an extensive geophysical programme prior to drilling in the second half of the year. I would like to thank existing shareholders and new investors who participated in the fundraise for their backing."
Director/PDMR participation in the Creditor Subscription
As set out above, certain Board Directors and PDMRs of the Company have agreed to participate in the Creditor Subscription and have applied the amounts due to them to subscribe for Ordinary Shares of the Company at the Issue Price as part of the Creditor Subscription. The details of their participation in the Creditor Subscription and the associated issue of Warrants is set out below:
| Name | Role | Existing shareholding (Number of Ordinary Shares) | Total amounts applied to the Creditor Subscription (£) | Number of new Ordinary Shares received in the Creditor Subscription | Shareholding on Admission (Number of Ordinary Shares) | % of the Enlarged Share Capital on Admission |
|---|---|---|---|---|---|---|
| Nick von Schirnding | Non-Executive Chairman | 23,748,434 | 450,725.20 | 112,681,300 | 136,429,734 | 5.5% |
| Rémy Welschinger | CEO | 20,084,399 | 186,048.49 | 46,512,122 | 66,596,521 | 2.7% |
| Brian McMaster | Non-Executive Director | 2,555,557 | 97,686.78 | 24,421,695 | 26,977,252 | 1.1% |
| Ian Lynch | CFO | 5,024,195 | 47,289.03 | 11,822,257 | 16,846,452 | 0.7% |
| Vassilios Carellas | COO | 6,545,000 | 256,666.71 | 64,166,677 | 70,711,677 | 2.9% |
The above Board Directors and PDMRs of the Company will also be issued with Warrants as detailed in the table below, on the same terms as the Placees, subscribers in the Subscription and other participants in the Creditor Subscription.
| Name | Role | Number of Warrants |
|---|---|---|
| Nick von Schirnding | Non-Executive Chairman | 112,681,300 |
| Rémy Welschinger | CEO | 46,512,122 |
| Brian McMaster | Non-Executive Director | 24,421,695 |
| Ian Lynch | CFO | 11,822,257 |
| Vassilios Carellas | COO | 64,166,677 |
Related Party Transaction
The aggregate participation of the Board Directors of the Company, being Nick von Schirnding, Rémy Welschinger and Brian McMaster who collectively have subscribed for 183,615,117 Creditor Subscription Shares, is a related party transaction pursuant to AIM Rule 13 (the "Transaction"). The Director independent of the Transaction, Abyudi James Shonga, considers, having consulted with the Company's nominated adviser, Zeus Capital, that the terms of the directors' participation in the Transaction are fair and reasonable insofar as the Shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the New Shares (a total of 1,011,479,051 new Ordinary Shares) to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares will commence on AIM at 8.00 a.m. on 30 April 2026 (the "Admission").
The New Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.
On Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 2,459,587,314 with voting rights. This figure 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 a change to their interest in, the Company's share capital pursuant to the Company's articles of association.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Launch Announcement.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1) Nick von Schirnding 2) Rémy Welschinger 3) Brian McMaster 4) Ian Lynch 5) Vassilios Carellas | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 1) Non-Executive Chairman 2) CEO 3) Non-Executive Director 4) CFO 5) COO | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Arc Minerals Ltd | ||||
| b) | LEI | 213800XHFJVCC9GP2G75 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of no par value ISIN: VGG045791016 | ||||
| b) | Nature of the transaction | Subscription of new Creditor Subscription Shares pursuant | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 0.4 pence 1) 112,681,300 2) 0.4 pence 2) 46,512,122 3) 0.4 pence 3) 24,421,695 4) 0.4 pence 5) 0.4 pence 4) 11,822,257 5) 64,166,677 | ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 23 April 2026 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 6) Nick von Schirnding 7) Rémy Welschinger 8) Brian McMaster 9) Ian Lynch 10) Vassilios Carellas | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 6) Non-Executive Chairman 7) CEO 8) Non-Executive Director 9) CFO 10) COO | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Arc Minerals Ltd | ||||
| b) | LEI | 213800XHFJVCC9GP2G75 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of no par value ISIN: VGG045791016 | ||||
| b) | Nature of the transaction | Issue of Warrants | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 0.8 pence 1) 112,681,300 2) 0.8 pence 2) 46,512,122 3) 0.8 pence 3) 24,421,695 4) 0.8 pence 5) 0.8 pence 4) 11,822,257 5) 64,166,677 | ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 23 April 2026 | ||||
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.