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Proposed Placing to raise up to £0.6 million

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Alien Metals Ltd (LSE AIM:UFO), a global minerals exploration and development company, announces its intention to raise gross proceeds of up to £0.6 million by means of a placing of new Common Shares to certain institutional and other investors at a price of 0.11 pence per share (the "Placing" or the "Fundraising").

The Placing Price represents a discount of approximately 10.20 per cent. to the Closing Price of 0.1225 pence per Common Share on 31 July 2024, being the latest practicable business day prior to the publication of this Announcement.

Potential Joint Venture

Further to the Company's announcement of 20 June 2024, the Company is actively progressing discussions with a potential joint venture partner for the Hancock Project. Due to its size, any such joint venture, should it proceed, will likely require the approval of shareholders in a general meeting pursuant to the AIM Rules. Whilst there can be no guarantee that any transaction will progress, the Directors are encouraged by the conversations to date. Further announcements will be made in due course.

Placing Highlights

  • The Company intends to raise up to £0.6 million before expenses through the Placing arranged by Zeus Capital Limited ("Zeus" or "the Bookrunner") by way of the issue of up to 545,454,545 new Common Shares (the "Placing Shares") at the Placing Price.
  • Placing to be conducted via an accelerated bookbuild process launching today.
  • The Placing Shares, assuming full take-up of the Placing, will represent approximately 7 per cent. of the Enlarged Issued Share Capital.
  • The net proceeds of the Placing will be principally used to advance the Company's iron ore project, and silver and precious metals project, in Western Australia and for general working capital purposes, as follows:

o Complete additional permitting and clearances at Hancock

o Investigate methods to expand base and precious metals resource at Pinderi Hills

o The anticipated transaction costs in relation to any concluded financing for the Hancock Project

o Working capital

  • The Company is advancing a number of initiatives and opportunities as previously announced which would provide capital to the Company and its key projects. However, and assuming receipt of the net proceeds of the Placing in full, as an exploration company the Company may be required to raise further funds towards the end of the calendar year to continue to progress its activities in circumstances where these initiatives do not come to fruition or provide the necessary funding sufficient for the Group's planned operations.

The Placing

The Company intends to issue up to 545,454,545 Placing Shares, to raise gross proceeds of up to £0.6 million, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 7 August 2024.

Zeus Capital Limited, is acting as bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.

Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 1 August 2024 between the Company and the Bookrunner (the "Placing Agreement") not having been terminated and becoming unconditional in all respects.

The Placing is conditional upon, amongst other things:

  • Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 7 August 2024 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 31 August 2024);
  • the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 7 August 2024.

The Company intends to issue up to 545,454,545 Placing Shares, to raise gross proceeds of up to £0.6 million, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 7 August 2024 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31 August 2024).

Placing Shares

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

It is expected that Admission will take place on or around 8.00 a.m. on 7 August 2024 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

" AIM''the market of that name operated by the London Stock Exchange
"Announcement"this announcement (including the Appendices which forms part of this announcement)
"Articles"the articles of association of the Company as adopted and in force from time to time
"Bookrunner"Zeus Capital
"Closing Price"the closing middle market price of an Existing Common Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Common Shares"Common Shares of no par value in the capital of the Company
"Company" or "Alien Metals"Alien Metals Ltd, a company registered in the British Virgin Islands with registered number 1029783
"CREST Regulations"the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Depositary Interests"depositary interests representing the Common Shares
"Directors" or "Board"the directors of the Company or any duly authorized committee thereof
"Enlarged Issued Share Capital"the Common Shares which shall be in issue immediately following Admission
"Euroclear"Euroclear UK & International Limited, the operator of CREST
"EUWA"the European Union (Withdrawal) Act 2018, as amended
"Existing Common Shares"the 6,964,460,841 Common Shares in issue at the date of this Announcement
"FCA"the Financial Conduct Authority
"FSMA"the Financial Services and Markets Act 2000, as amended
"HMRC"HM Revenue & Customs in the UK
"ITA 2007"Income Tax Act 2007
"London Stock Exchange"London Stock Exchange plc
"Long Stop Date"31 August 2024
"MAR" or the "Market Abuse Regulation"the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law pursuant to the EUWA
"Placee" or "Placees"any Relevant Person(s)f (including individuals, funds or others) subscribing for and/or purchasing Placing Shares, or on whose behalf a commitment to subscribe for or acquire Placing Shares has been given, pursuant to the Placing
"Placing Agreement"the agreement dated 1 August 2024 between the Company and the Bookrunner relating to the Placing
"Placing Price"0.11 pence per Placing Share
"Placing Shares"the new Common Shares to be issued pursuant to the Placing, the number of which will be announced by the Company on completion of the Bookbuild
"Registrar"Computershare Investor Services plc
"Securities Act"the United States Securities Act of 1933, as amended
"Shareholders"the holders of Common Shares (as the context requires) at the relevant time
"Strand Hanson"Strand Hanson Limited, nominated adviser to the Company
"uncertificated" or "in uncertificated" form"recorded on the relevant register of Common Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK "the United Kingdom of Great Britain and Northern Ireland
"US Person"has the meaning set out in Regulation S of the Securities Act
"Zeus Capital" "£", "pounds sterling", "pence" or "p"means Zeus Capital Limited, broker to the Company are references to the lawful currency of the United Kingdom

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the existing Common Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Common Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "UFO" and with ISIN VGG0472G1063.

Application for Admission to trading on AIM

Application will be made to the London Stock Exchange for Admission to trading on AIM of the Placing Shares. It is expected that settlement of any such shares (via Depositary Interests) and Admission will become effective on or around 8.00 a.m. on 7 August 2024 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The principal terms of the Placing are as follows:

  • The Bookrunner is arranging the Placing as agent for, and broker of, the Company.
  • Allocations of the Placing Shares will be determined by the Bookrunner, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.

Conditions of the Placing

  • the issue and allotment of the Placing Shares, conditional only upon Admission;
  • Admission occurring by no later than 8.00 a.m. (London time) on 7 August 2024 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than 8 am (London time) on 31 August 2024 (the "Long Stop Date"); and
  • the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

No Admission Document or Prospectus

Registration and Settlement

Settlement of transactions in the Placing Shares via the Depositary Interests (ISIN: VGG0472G1063) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems 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 any Placee's jurisdiction.

Representations, Warranties and Further Terms

  • that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
  • that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Common Shares in accordance with the Articles (which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);
  • that time shall be of the essence as regards obligations pursuant to this Appendix;

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

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