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Launch of Accelerated Book Build

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Ironveld plc announced an accelerated bookbuild to raise up to £1 million through the issuance of new ordinary shares at 0.0225 pence each, representing a discount of approximately 48.3% to the suspension price. The net proceeds will be used for business development and working capital. The company's Chairman, through Tracarta Ltd, intends to subscribe for £100,000. The fundraising is expected to close today, with admission to AIM anticipated on April 8, 2026.

Full announcement

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Ironveld PLC ("Ironveld" or the "Company"), the mining development company focused on producing high-value strategic metals, announces an intention to conduct an equity fundraise to raise gross proceeds of up to £1 million.

The equity fundraise will comprise a placing and direct subscription (described further below and together the "Fundraise") through the issue of new ordinary shares of 0.01p each ("Ordinary Shares") in the Company at an issue price of 0.0225 pence (the "Issue Price") per new Ordinary Share (the "Fundraising Shares") and is being targeted at both new and existing institutional and other investors. It is anticipated that the Fundraise will be conducted within the Company's existing share allotment authorities and, therefore, no shareholder meeting is required in connection with the anticipated admission of the new Ordinary Shares to trading on AIM.

The Fundraise is not available to the public and will be conducted by way of an Accelerated Bookbuild ("Accelerated Bookbuild") which will open immediately following release of this Announcement in accordance with the terms and conditions set out in Appendix I. The Accelerated Bookbuild is expected to close at 3:00 p.m. today, although may be closed earlier or later or may be terminated at any time prior to close at the discretion of the Bookrunner and the Company. Subject to demand, the Bookrunner and Company may increase the size of the Fundraise.

A further announcement confirming the closing of the Accelerated Bookbuild and the number of Fundraising Shares to be issued pursuant to the Fundraise, together with Total Voting Rights, is expected to be made in due course.

Fundraising Summary and Use of Proceeds

  • A Fundraise to raise gross proceeds of up to £1 million through the proposed issue of new Ordinary Shares at 0.0225 pence each.
  • The net proceeds of the Fundraise will be used to advance business development and for working capital purposes, ensuring the Company maintains momentum across its operational and commercial workstreams as cash flows from established operations build up.
  • Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole bookrunner and sole broker in respect of the Fundraise.
  • The Book Build opens immediately and is expected to close by 3:00 p.m., subject to acceleration or extension at the sole discretion of the Company and the sole bookrunner.
  • The final number and allocation of the Fundraising Shares will be determined by Turner Pope in consultation with the Company and the result of the Fundraise will be announced as soon as practicable after the closing of the Accelerated Book Build.
  • Assuming the Accelerated Bookbuild achieves the target Fundraise total, the Fundraising Shares will represent approximately 22% of the Company's enlarged issued ordinary share capital.
  • The issue price represents a discount of approximately 48.3% to the price at which the Company's shares were suspended on 2 January 2026.

Chairman's Participation

The Company is pleased to announce that Tracarta Ltd, in which the Company's Chairman, Dr John Wardle, has a beneficial interest, has indicated an intention to participate in the Fundraise by way of a subscription of £100,000. This proposed participation in the Fundraise emphasizes Tracarta's continued confidence in the Company's strategy and its strong belief in the long-term value of the Ironveld project. This proposed participation further aligns the Chairman's interests with those of other shareholders, reflecting a shared vision for the Company's next phase of growth as operational momentum builds and cash flows from established operations are expected to materialise.

Broker Warrants

Turner Pope is acting as placing agent to the Company. Under the terms of its engagement, conditional upon Admission, Turner Pope will be issued with up to 26,666,666 warrants, entitling the holder to subscribe for one new Ordinary share at the Placing Price at any time within five years from the date of Admission (the "Broker Warrants") on the terms set out in the Broker Warrant Instrument.

Admission to Trading

Application will be made to the London Stock Exchange for the Placing Shares and the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place, and that trading will become effective and dealings in the new Ordinary Shares will commence on AIM, at 8.00 a.m. on 8 April 2026.

Kris Andersson, CEO of Ironveld, commented:

"The Company acknowledges the importance of demonstrating clear financial discipline alongside this fundraise. Investors should note that the primary use of these funds is strictly allocated to working capital to support ongoing operations and growth.

"The Company's improving operational performance provides a clear route to sustainable cash flow. Management intends that cash flow from trading will service the Company's creditor position over the coming quarters.

"Management is confident that using operational cash to address past liabilities while preserving new capital for future growth provides a sustainable path to a stable and self-sufficient position."

The terms and conditions of the Accelerated Bookbuild are set out in Appendix I at the end of this Announcement.

The Company is seeking to conditionally place with certain new and existing institutional and other investors new Ordinary Shares at the Issue Price to raise proceeds of approximately £1 million (before fees and expenses). The Placing is not being underwritten.

The Placing will be utilising the Company's existing share allotment authorities and powers.

The Issue Price of 0.0225 pence per Placing Share represents a discount of approximately 48.3% to the price at which the Company's shares were suspended on 2 January 2026.

The Placing is conditional upon, inter alia, the Placing Agreement not having been terminated in accordance with its terms and admission of the new Ordinary Shares becoming effective.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

DETAILS OF THE PLACING AGREEMENT

On 31 March 2026, the Company and Turner Pope entered into the Placing Agreement, pursuant to which Turner Pope agreed, subject to certain conditions, to use its respective reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.

The Placing Agreement contains customary representations, warranties and undertakings and an indemnity from the Company in favour of Turner Pope, together with provisions which enable Turner Pope to terminate the Placing Agreement in accordance with its terms in certain customary circumstances prior to Admission.

The obligations of Turner Pope under the Placing Agreement are conditional, inter alia, upon Admission occurring by 8.00 a.m. on 8 April 2026 (or such later date as Turner Pope and the Company may agree).

The Placing Agreement provides for payment by the Company to Turner Pope of a commission on the capital raised via the Placing, based on the number of Placing Shares placed by it, multiplied by the Issue Price.

The Company will bear all other expenses of, and incidental to, the Placing, including the fees of the London Stock Exchange, printing costs, registrar's fees, and all legal and accounting fees of the Company.

THE SUBSCRIPTION

  • John Wardle, Chairman of Ironveld (the "Subscriber"), has indicated his intention to subscribe for an aggregate amount of £100,000 through the issue of new Ordinary Shares at the Issue Price pursuant to the Subscription. The Subscription is not being underwritten.

If any of the conditions to the Subscription are not satisfied, the Subscription Shares will not be issued and any monies received from the Subscriber will be returned to them.

The Subscription will be conditional, inter alia, on Admission occurring and the Placing Agreement not being terminated prior to Admission. Further details of the Subscription are expected to be announced following closure of the Accelerated Bookbuild.

This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices' and the terms and conditions of the Placing (representing important information for invited Placees only) in Appendix I to this Announcement.

References to times in this Announcement are to the time in London, UK unless otherwise stated.

INFORMATION TO DISTRIBUTORS

UK product governance

EEA product governance

APPENDIX 1

Conditions of the Placing

The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares to be issued pursuant to the Placing are condition on, inter alia:

  • the Placing Results Agreement having been executed by the Company and the Bookrunner;
  • the Company having allotted the Placing Shares, subject only to Admission;
  • the Company having complied in all material respects with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
  • none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect on each of the dates that they are given, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings provided by the Placing Agreement;
  • the Bookrunner not having terminated the Placing Agreement prior to Admission; and
  • Admission having become effective at or before 8.00 a.m. on 8 April 2026 (or such later time or date as the Company and the Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),

(together the "Closing Conditions" and each being a "Closing Condition").

The Bookrunner may, at its absolute discretion (acting in good faith), waive or extend the time for fulfilment of all or any part of any of the Closing Conditions which are capable of waiver or extension by them provided that the latest time for fulfilment of any Closing Condition shall not be later than 8:00 a.m. on the Long Stop Date. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

If at Admission any of the Closing Conditions is not fulfilled or, where permitted, waived or extended by the Bookrunner in accordance with the Placing Agreement, or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Placing will not proceed and the Placees rights and obligations hereunder in relation to the Placing Shares that has not been unconditionally issued at such time shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Neither the Bookrunner nor any of its respective affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Right to terminate under the Placing Agreement

The Bookrunner, in its absolute discretion acting in good faith, may at any time before Admission terminate the Placing Agreement in accordance with its terms in the event that certain circumstances, including, among other things:

  • any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Fundraise is or has, in Turner Pope's reasonable opinion, become untrue, inaccurate or misleading in any material respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;
  • the Company has failed in any material respect to comply with its obligations under the Placing Agreement, the Companies Act 2006, the City Code on Takeovers and Mergers (to the extent applicable), FSMA or the AIM Rules;
  • any of the warranties contained in the Placing Agreement was not materially true or accurate, or was misleading in any material and adverse respect when given or deemed given or at any time if they were to be repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate, or would be misleading, in each case in a respect which is material and adverse in the context of the Fundraise;
  • there has been a breach of any provision of any Subscription Letter or a waiver of any of the conditions thereto save for any breach which, in the opinion of the Bookrunner (acting in good faith), is not material;
  • there shall have been, occurred, happened or come into effect any event or omission affecting, or on the part of, the Company which materially and adversely affects the financial position and/or prospects of the Company and its subsidiaries taken as a whole, or which in the reasonable and proper opinion of the Bookrunner is or will be or may be materially prejudicial to the Company or to the Fundraise;
  • an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other currency, stock market or other market conditions or any change in any law or government regulation) has occurred or is likely to occur which, in the reasonable opinion of the Bookrunner, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Fundraise to proceed; for these purposes "market conditions" includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally; or
  • there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. If the Placing Agreement is terminated by the Bookrunner in accordance with its terms in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise or non-exercise by the Bookrunner of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner or for agreement between the Company, the Bookrunner and that neither the Company nor the Bookrunner need make any reference to, or consult with, Placees and that none of the Company, the Bookrunner nor any of their respective affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any admission document, prospectus or other offering document to be published in the United Kingdom or in any other jurisdiction. No admission document, offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares. In the United Kingdom, this Announcement is being directed solely at and distributed and communicated solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, the Nominated Adviser or the Bookrunner or any other person and none of the Company, the Nominated Adviser, the Bookrunner nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Neither the Company, the Nominated Adviser or the Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

Application for admission to trading

It is expected that admission to trading on AIM of the Placing Shares ("Admission") will take place at 8.00 a.m. on 8 April 2026 (or such later time or date as the Company and the Bookrunner may agree, not being later than the Long Stop Date) and that dealings in the Placing Shares on AIM will commence at the same time.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 8 April 2026 ("Settlement Date") in respect of the Placing Shares. Settlement will take place on a delivery versus payment basis. However, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee to be allocated Placing Shares will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

The relevant settlement details for the Placing Shares are as follows:

Placing

CREST Participant ID842, Member a/c: TURNPGIA
Expected trade time and date:8.00 a.m. on 1 April 2026
Settlement date:8.00 a.m. on 8 April 2026
ISIN code for the Placing Shares:GB0030426455

Placees will not be entitled to any fee or commission in connection with the Placing.

Representations, warranties, undertakings and further terms

  • it understands that the Placing Shares:
  • it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
  • pursuant to another exemption from registration under the Securities Act, if available,
  • it:
  • is able to sustain a complete loss of an investment in the Placing Shares; and
  • it is not:
  • unless otherwise specifically agreed with the Bookrunner in writing, in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing, it is a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of POATR and in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing, that it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Bookrunner or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • it has the funds available to pay for the Placing Shares for which it has agreed to subscribe;
  • time is of essence as regards its obligations under this Appendix;

Miscellaneous

The provisions of these terms and conditions shall survive after the completion of the Placing.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, the Bookrunner or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

APPENDIX 2

DEFINITIONS

"Accelerated Bookbuild"has the meaning given to it in this Announcement
"Admission"Admission of the Placing Shares and the Subscription Shares to trading on AIM
"AIM"AIM, a market operated by the London Stock Exchange
"Board"the board of directors of the Company from time to time
"Bookrunner"Turner Pope, in its capacity as broker to the Company
"Broker Warrants"the unlisted warrants to be issued to Turner Pope to subscribe for new Ordinary Shares, equivalent to 6 per cent of the aggregate number of new Ordinary Shares to be issued in connection with the Fundraise
"Broker Warrant Instrument"the warrant instrument under which the Broker Warrants will be issued
"COBS"the FCA's Conduct of Business Sourcebook
"Company" or "Ironveld"Ironveld plc (registered number 04095614) and, where the context so admits, Ironveld plc and its subsidiary undertakings
"CREST Regulations"the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors"the directors of the Company
"Euroclear"Euroclear UK & International Limited, the operator of CREST
"EU Target Market Assessment"has the meaning given to it in this Announcement
"Existing Ordinary Shares"the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA"the Financial Conduct Authority of the UK
"FSMA"the Financial Services and Markets Act 2000 (as amended)
"Fundraise"the Placing and the Subscription
"Fundraise Shares"the Placing Shares and the Subscription Shares
"Issue Price"0.0225 pence per Fundraise Share
"London Stock Exchange"London Stock Exchange plc
"Long Stop Date"30 April 2026
"Material Adverse Change"has the meaning given to such term in the Placing Agreement
"MiFID II Product Governance Requirements"has the meaning given to it in this Announcement
"Nominated Adviser"Cavendish, in its capacity as nominated adviser to the Company
"Ordinary Shares"ordinary shares of 0.01 pence each in the capital of the Company
"Placing"the Placing at the Issue Price by way of the Accelerated Bookbuild pursuant to the terms of the Placing Agreement
"Placing Agreement"the conditional agreement dated 31 March 2026 and made between Turner Pope and the Company in relation to the Fundraise
"Placing Results Agreement"has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement"has the meaning given to it in Appendix I to this Announcement
"POATR"The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"RIS"a regulatory information service as defined in the FCA Handbook
"Securities Act"has the meaning given to it in this Announcement
"Shareholders"holders of Ordinary Shares
"Subscriber"has the meaning given to it in this Announcement
"Subscription"the proposed conditional subscription for the Subscription Shares at the Issue Price by the Subscriber under the terms of the Subscription Letter
"Subscription Letter"the letter to be entered into between the Company and the Subscriber in connection with the Subscription
"Takeover Code"The City Code on Takeovers and Mergers (as amended)
"Target Market Assessment"has the meaning given to it in this Announcement
"UK Product Governance Requirements"has the meaning given to it in this Announcement
"United States"has the meaning given to it in this Announcement

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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