Placing and Subscription to raise £735,000
GreenRoc completes £735,000 placing and subscription to fund Amitsoq mine and graphite anode plant development.
vs expectations: achieved near 50% oversubscription against minimum target of £500,000
- Amount raised £735,000
- Placing price per share 1.3 pence
- New ordinary shares issued 56,538,462
- Discount to previous closing mid-price 31.57%
- Institutional placing component £500,000
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GreenRoc Strategic Materials Plc (AIM: GROC), a company focused on the development of critical mineral projects in Greenland, is pleased to announce that it has completed a placing and subscription ("Fundraise") to raise a total of £735,000 (before costs).
The Fundraise comprises a significant placing of £500,000 from institutional investors, £165,000 from existing shareholders, £50,000 from largest shareholder Alba Mineral Resources Plc and £17,500 from directors of the Company. This has raised an aggregate amount of £735,000 (before costs) at a price of 1.3 pence per share (the "Placing Price") resulting in the issue of a total of 56,538,462 new ordinary shares ("New Ordinary Shares"). The Placing Price represents a discount of approximately 31.57 per cent. to the previous day's closing mid-price.
For every two New Ordinary Shares issued, investors in the Fundraise will receive one warrant. These warrants will have an exercise price of 2p per ordinary share and will expire two years after the date of the New Ordinary Shares' admission to trading on AIM.
Use of Proceeds
The proceeds of the Fundraise will provide general working capital and be used by the Company in particular to:
- assess options for grant funding and prepare detailed applications to relevant funding programmes to finance part of the forward work programme at Amitsoq;
- progress the Company's recently submitted application for an Exploitation Licence, including the payment of relevant fees;
- fund the testing of non-fluoric acid purification techniques for graphite anode material;
- conduct life-cycle -analysis of CO2 emissions associated with GreenRoc's planned production of graphite anode material; and
- continue discussions with potential strategic and offtake partners.
Directors' Participation
The Directors' participation in the Fundraise is set out below:
| Director | Ordinary Shares in which the Director is interested prior to the Fundraise | Number of New Ordinary Shares subscribed for | Value of New Ordinary Shares subscribed for | Ordinary Shares in which the Director is interested following the Fundraise | % of Enlarged Share Capital |
|---|---|---|---|---|---|
| George Frangeskides | 927,778 | 384,615 | £5,000 | 1,312,393 | 0.52% |
| Stefan Bernstein | 1,711,666 | 384,615 | £5,000 | 2,096,281 | 0.83% |
| Mark Rachovides | 280,000 | 192,308 | £2,500 | 472,308 | 0.19% |
| Mark Austin | 291,666 | 192,308 | £2,500 | 483,974 | 0.19% |
| Andrew Panteli | 291,666 | 192,308 | £2,500 | 483,974 | 0.19% |
PDMR forms are set out at the end of this announcement.
GreenRoc's CEO, Stefan Bernstein, commented:
"This fundraise allows us to move on with both the Amitsoq mine and our plans for the graphite anode materials plant. In addition to some technical advancements, we will also engage with a LCA consultant to help us document the savings in CO2 emissions associated with locating our AAM plant in the Nordic region.
"We will now work to exploit the various opportunities for public financing of parts of the work programme, building on the fact that the Amitsoq mine and the graphite anode materials plant have been granted formal "Project" status by the intergovernmental Mineral Security Partnership and we have applied to become a Strategic Project under the EU's Critical Raw Materials Act (see our RNSs of 27 August and 30 September 2024). We will strive to establish a strong financial foundation for GreenRoc to develop its capacity to produce graphite anode material for the European Battery industry.
"I would like to thank the investors supporting this raise - in what remain challenging capital markets, we set out to raise a minimum of £500,000 and achieved a near 50% oversubscription, which is a strong endorsement of the huge potential upside associated with GreenRoc."
Related Party Transactions
The subscriptions by George Frangeskides, Stefan Bernstein, Mark Rachovides, Mark Austin and Andrew Panteli for Placing Shares (the "Subscription") constitute related party transactions as defined by the AIM Rules for Companies ("AIM Rules"). It has also been agreed that the shares the subject of the subscription will be issued in lieu of cash payable to the subscribing Directors in respect of their fees ("Fee Agreements"). The Fee Agreements also constitute related party transactions under the AIM Rules. The independent director of the Company, being Lars Brunner, considers, having consulted with Cairn Financial Advisers LLP ("Cairn"), the Company's nominated adviser, that the terms of the Subscription and the Fee Agreements are fair and reasonable insofar as the Company's shareholders are concerned.
Alba Mineral Resources plc ("Alba") is participating in the Fundraise, subscribing for £50,000 of New Ordinary Shares. It has been agreed between the Company and Alba that the £50,000 payable to the Company will be settled in lieu of fees payable by GreenRoc to Alba for services provided under the terms of the services agreement disclosed in the Company's AIM Admission Document (the "Arrangement"). The subscription by Alba and the Arrangement constitute related party transactions under the AIM Rules. The independent directors of the Company, being all of the Directors other than George Frangeskides and Mark Austin, consider, having consulted with Cairn, that the terms of Alba's subscription and the Arrangement are fair and reasonable insofar as the Company's shareholders are concerned.
Admission to Trading on AIM and Total Voting Rights
Application will be made for the New Ordinary 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 will become effective and that dealings will commence at 8:00 a.m. on or around 10 February 2025.
Following the issue of the New Ordinary Shares, the total issued share capital of the Company will consist of 251,421,671 ordinary shares of 0.1 pence each. The Company does not hold any ordinary shares in Treasury, therefore the total current voting rights in the Company following Admission will be 251,421,671. 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.
Change of Registered Office
The Company announces that the Company's registered office has changed to c/o Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, City of London EC2N 4BQ.
| a. | Name | GreenRoc Strategic Materials 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) | |
| 1.30 pence | 384,615 | |
| 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 Strategic Materials 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) | |
| 1.30 pence | 384,615 | |
| 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 Rachovides |
| 2 | Reason for notification | |
| a. | Position/Status | Director |
| b. | Initial notification/ Amendment | Initial notification |
| a. | Name | GreenRoc Strategic Materials 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) | |
| 1.30 | 192,308 | |
| 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 Strategic Materials 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) | |
| 1.30 | 192,308 | |
| 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 Strategic Materials 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) | |
| 1.30 | 192,308 | |
| d. | Aggregated information | N/A |
| f. | Place of the transaction | London, UK |
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