Director and PDMR Share Subscriptions
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GreenRoc Mining Plc (AIM: GROC), a company focused on the development of critical mineral projects in Greenland, is pleased to announce the subscription of shares in the Company by GreenRoc directors and persons discharging managerial responsibilities ("PDMRs") as well as by the Company's largest shareholder, Alba Mineral Resources plc ("Alba"), and a number of Alba concert parties. In total, 6,111,108 new ordinary shares of 0.1 pence each (the "Shares") have been subscribed for at a price of 1.8 pence per Share (the "Subscription Price") for a total subscription of approximately £110,000 (the "Subscription").
| Alba/Concert Parties | Subscription (£) | Shares Allotted |
|---|---|---|
| Alba | 70,000.02 | 3,888,890 |
| Michael Nott | 4,999.99 | 277,777 |
| George Frangeskides* | 9,499.99 | 527,777 |
| Mark Austin** | 5,249.99 | 291,666 |
| Sub-Total | 89,749.99 | 4,986,110 |
| GROC Directors and PDMRS | ||
| Stefan Bernstein | 5,249.99 | 291,666 |
| Lars Brünner | 2,250.00 | 125,000 |
| Andrew Panteli | 5,249.99 | 291,666 |
| Silvertree Partners LLP*** | 7,499.99 | 416,666 |
| Sub-Total | 20,249.97 | 1,124,998 |
| Grand Total | 109,999.96 | 6,111,108 |
* Mr Frangeskides is both a director and the Chairman of GreenRoc and a director and the Chairman of Alba.
**Mr Austin is a PDMR of Alba and a director of GreenRoc.
***Silvertree Partners LLP provide CFO services through Ben Proffitt who is GreenRoc's CFO.
Alba Mineral Resources Plc holding
Alba Mineral Resources Plc ("Alba") has subscribed for 3,888,890 Shares at the Subscription Price ("Alba Subscription"). Following its subscription, Alba will hold 66,915,207 shares in the Company, equivalent to 35.69% of the Company's issued capital.
GROC Directors and PDMRS holding
The table below provides details of the purchase of Shares by Directors and PDMRS of the Company under the Subscription and their resulting interests following the purchase. The PDMR form is set out at the bottom of this announcement.
| Name | Interest in Shares prior to the Subscription | Number of Subscription Shares subscribed for | Interest in Shares following completion of the Subscription | % of Enlarged Share Capital |
|---|---|---|---|---|
| George Frangeskides | 400,001 | 527,777 | 927,778 | 0.49% |
| Stefan Bernstein | 1,420,000 | 291,666 | 1,711,666 | 0.91% |
| Mark Austin | - | 291,666 | 291,666 | 0.16% |
| Mark Rachovides | 280,000 | - | 280,000 | 0.15% |
| Lars Brünner | 125,000 | 125,000 | 250 ,000 | 0.13% |
| Andrew Panteli | - | 291,666 | 291,666 | 0.16% |
| Silvertree Partners LLP* | - | 416,666 | 416,666- | 0.22% |
*Silvertree Partners LLP provide CFO services through Ben Proffitt who is GreenRoc's CFO.
Related Party Transactions
The Alba Subscription constitutes a related party transaction as defined by the AIM Rules. The independent directors of the Company in relation to the Alba Subscription (being all the directors of the Company other than George Frangeskides and Mark Austin) consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, that the terms of the Alba Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
The subscriptions by the above-named GreenRoc directors constitute related party transactions as defined by the AIM Rules. The independent director of the Company in relation to the subscriptions by the GreenRoc directors, being Mark Rachovides who is not participating in the Subscription, considers, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, that the terms of the subscriptions by the above-named GreenRoc directors are fair and reasonable insofar as the Company's shareholders are concerned.
Admission to Trading on AIM and Total Voting Rights
Application has been made for the Subscription Shares, which will rank pari passu with the existing ordinary shares of 0.1 pence each, to be admitted to trading on AIM ("Admission"). It is expected that Admission of the 6,111,108 Subscription Shares will become effective and that dealings will commence at 8:00 a.m. on or around 5 June 2024.
Following the issue of the Subscription Shares, the total issued share capital of the Company will consist of [187,464,769] ordinary shares of 0.1 pence each. The Company does not hold any ordinary shares in Treasury, therefore the total voting rights in the Company following Admission will be [187,464,769]. This figure may 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Key Points about Amitsoq, GreenRoc's Flagship Asset
- The Amitsoq Island Deposit has a total inferred, indicated and measured JORC Resource of 23.05 million tonnes (Mt) at an average grade of 20.41% Graphitic Carbon ("C(g)"), giving a total graphite content of 4.71 Mt. This makes Amitsoq one of the highest-grade graphite projects in the world.
- In GreenRoc's test work programmes:
- Amitsoq spheronised graphite has achieved higher than 99.95% purity with relatively little energy input and processing and using a milder alkaline purification method compared to the industry standard hydrofluoric acid, boding well for future production costs and sustainability commitments.
- The results of a Preliminary Economic Assessment (or PEA) for Amitsoq released on 31 October 2023 give a post-tax NPV8 for the Project of US$179M, an IRR of 26.7% and capex estimated at US$131M (including a 25% contingency). These figures solely relate to the economics of a mining and primary processing operation in South Greenland and do not take into account any potential upside from a downstream processing operation which GreenRoc intends to establish in Europe or the USA.
- In relation to the downstream business, GreenRoc has completed a Feasibility Study into the establishment of a graphite spheronisation processing plant to produce 40,000 tonnes of cSPG per annum from graphite concentrate delivered from Amitsoq. This Feasibility Study, which was part-financed by a grant of approximately £250,000 from the UK's Automotive Transformation Fund, gives an after-tax NPV8 to the downstream business of US$545M with an IRR of 25.3%, total gross revenue of US$6.5Bn over a 22-year period, total gross profit totalling US$2.7Bn, a 4-year payback period on capital from start of production and an initial capex of US$321M inclusive of a 25% contingency.
[PDMR Disclosures]
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 | Mr Stefan Bernstein |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 291,666 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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 | Mr George Frangeskides |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 527,777 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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 | Mr Lars Brünner |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 125,000 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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 | Mr Mark Austin |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 291,666 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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 | Mr Andrew Panteli |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 291,666 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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 | Silvertree Partners LLP |
| 2 | Reason for notification | |
| a. | Position/Status | PDMR |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Mining Plc |
| b. | LEI | 213800OAVF2KQAD11380 |
| 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) | |
| 1.80 pence | 416,666 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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