22 November 2021
Eastinco Mining and Exploration plc
("Eastinco" or the "Company")
Eastinco Announces Transformational Transactions,
Proposed Acquisition of Aterian Resources Ltd, and
Proposed Admission to the LSE Standard List
Eastinco Mining & Exploration Plc ("Company" or "Eastinco") (AQSE:EM.P), the African focused strategic metals exploration and mining company currently admitted to trading on the AQSE Growth Market ("AQSE"), announces a series of proposed transactions to transform it into a multi-jurisdiction and multi-commodity, critical metals resource company.
Highlights:
· Proposed acquisition of battery metals focused explorer Aterian Resources Ltd ("Aterian").
o Aterian owns a portfolio of highly prospective Copper and Silver projects totalling 824 km2 in
o AIM & TSX-V listed Altus Strategies Plc to become a significant beneficiary shareholder on completion of the proposed acquisition.
· Proposed admission to LSE Standard List (subject to FCA approval), name change to Aterian Plc and a 10-for-1 share consolidation.
· Fundraise completed raising
o
o
o Eastinco Chairman participated in Fundraise investing
· 20,720,000 Ordinary Shares issued to directors and advisers.
· General Meeting to be convened to approve the proposals.
On 21 November 2021 the Company entered into a sale & purchase agreement ("SPA") with AIM & TSX-V listed Altus Strategies Plc ("Altus") and its wholly owned subsidiary Altus Exploration Management Ltd ("AME") to acquire the entire issued capital of AME's 100% owned subsidiary Aterian, through the issuance of new shares of
Concurrent with the Acquisition, the Company will apply for admission to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities ("Admission") and change its name to Aterian Plc ("Name Change"). The Company also proposes to undertake a share consolidation, effective from Admission, whereby each existing 10 Ordinary Shares will be consolidated into 1 new ordinary share ("Consolidation").
The Acquisition, Admission, the Name Change, and other related matters remain subject to the publication of an FCA approved prospectus and approval by the Company's shareholders at a General Meeting ("GM").
The Company has separately raised a total of
Charles
"I am delighted to report on this proposed acquisition of a significant portfolio of 15 copper, silver and other base metal exploration projects strategically positioned close to existing mining projects in
"We consider this to be the optimal time to broaden and strengthen our asset portfolio across
"We are also pleased to announce the completion of a fundraising, undertaken with both new and existing shareholders raising a total of
"I look forward to updating our shareholders on these proposed transactions and the related shareholder meeting in due course."
Steven Poulton, Chief Executive of Altus commented:
"We are pleased to announce that Altus is set to become a strategic shareholder in Eastinco, subject to the vending in of our 100% owned Moroccan focussed exploration subsidiary Aterian. The enlarged entity will have a strong and unique portfolio of battery metal exploration and development projects in
Proposed Acquisition of Aterian
The Company has entered into a conditional SPA with Altus and AME, pursuant to which Altus and AME have agreed (subject to the satisfaction of certain conditions) to the Acquisition. The proposed Acquisition will allow Eastinco to expand its mineral asset exposure to include copper and silver in
Consideration payable to AME for the Acquisition of Aterian
The consideration payable by the Company to AME for the Acquisition remains subject, among other matters, to the completion of the relevant documentation and Admission, and is as follows:
Ordinary Shares & Warrants
AME will be issued with the following Ordinary Shares and share purchase warrants:
· the issue of new Ordinary Shares representing 17.5% of the enlarged share capital of the Company on Admission, pursuant to the issue of any Ordinary Shares prior to or in connection with Admission;
· the issue of new Ordinary Shares representing an additional 7.5% of the enlarged share capital of the Company on Admission (for an effective holding of 25% of then enlarged share capital of the Company at Admission), upon the grant to a subsidiary of Aterian of the Agdz mining licence ("Mining Licence"), which is currently under application;
· the payment of up to a maximum of
· the issue of such number of warrants to AME representing 5% of the enlarged share capital of the Company ("Initial Altus Warrants") on Admission. The Initial Altus Warrants will have a five-year duration with 50% of the Initial Altus Warrants exercisable based upon a weighted average of the Fundraise price and the market price on Admission, and the remaining 50% of the Initial Altus Warrants exercisable at a 100% premium to the price set for the initial 50%;
· The issue of further warrants to AME over an additional 5% of the enlarged share capital of the Company ("Additional Altus Warrants") upon the grant of the Mining Licence, and in the same quantum and on the same pricing as the Initial Altus Warrants.
· The shares and warrants issued to AME will be subject to a customary lock in period of 12-months with a further 12-month orderly market provision period ("Lock In").
· The exercise of the Initial Altus Warrants and the Additional Altus Warrants will be subject to AME owning no more than 29.9% of the enlarged share capital of the Company at any time.
Royalty Agreements
Altus will be granted the following royalty interests:
· The grant of a 2.5% net smelter return ("NSR") royalty over each of the licences held by Aterian (each an "Aterian NSR");
· The grant of a 2.5% NSR royalty on any new licences (each an "Additional 2.5% Aterian NSR") granted to Aterian within 3 months of Completion.
· The Company will retain an option to repurchase up to 1% of each Aterian NSR and each Additional 2.5% Aterian NSR for
· The grant of a right to a 1.5% NSR royalty on any new licences (each an "Additional 1.5% NSR") granted to Aterian within 12 months of Completion. The Company will retain an option to repurchase up to 1% of each Additional 1.5% NSR for
· A 3.0% NSR royalty on any new licences awarded to Eastinco in
· A 2.0% NSR royalty on Eastinco's 85% ownership of the Musasa tantalum project ("Musasa NSR") located in
· The Rwanda NSR and the Musasa NSR will be automatically reduced to 1.5% and 0.5% respectively, at no cost to Eastinco, if Altus does not participate pro rata to at least 50% of its holding in the equity of Eastinco in placements undertaken by Eastinco in the 18 months following Admission.
· Eastinco will retain the right to repurchase up to 1% of each Rwanda NSR and 1% of the Musasa NSR (subject to the Musasa NSR having a lower limit of 0.5% that cannot be repurchased) for
· The grant to Altus of a Right of First Refusal ("ROFR") under which the Company will not raise any funds by granting any future royalty rights on any project owned by the Company, without first offering Altus the right to purchase such royalty on matching terms.
Details of the Fundraise
The Company has completed a Fundraise consisting of the issue of CLNs raising
Terms of the Placing
The Placing of new Ordinary Shares was undertaken at a price of
Terms of the CLNs
The CLNs carry no interest and will automatically convert to new Ordinary Shares in the Company at a conversion price of
Under the terms of the CLNs, upon conversion of the CLNs, holders of CLNs will receive the CLN Shares and be granted in aggregate 113,333,333 warrants to purchase new Ordinary Shares in the Company ("CLN Warrants"). The CLN Warrants will be exercisable at a price of
Mr Charles Bray, Chairman of Eastinco, has subscribed for
Issue of Additional Ordinary Shares
In light of the Company's 2021 cash preservation plan, the Company has issued the following further new Ordinary Shares.
i) 20,000,000 Ordinary Shares to Simon Rollason, CEO of Eastinco; and
ii) 720,000 Ordinary Shares to Novum Securities Limited in lieu of certain fees for acting as the Company's AQSE corporate adviser.
Application will be made for the 27,386,667 new Ordinary Shares to be admitted to trading on AQSE and this is expected to occur on or around 25 November 2021. The new Ordinary Shares will rank pari passu with existing Ordinary Shares of the Company. Following the issue of the 27,386,667 new Ordinary Shares, the Company's enlarged issued share capital will comprise 462,455,430 Ordinary Shares. The above figure of 462,455,430 should be used by shareholders of 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
The Directors of the Company accept responsibility for the announcement.
--ENDS--
For further information please visit www.eastinco.com or contact:
Eastinco Mining and Exploration Plc:
Charles
Tel: +44 (0) 7710 487164
AQSE Growth Market Corporate Adviser:
Novum Securities Limited
David Coffman / Lucy Bowden
Tel: +44 (0) 207 399 9400
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name: |
Simon Rollason |
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2. |
Reason for the notification |
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a) |
Position/status: |
Chief Executive Officer |
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b) |
Initial notification/Amendment: |
Initial notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name: |
Eastinco Mining and Exploration Plc |
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b) |
LEI: |
2138005GAARIE1JMP262 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
a) |
Description of the financial instrument, type of instrument:
Identification code: |
Ordinary Shares par value 0.1p
ISIN Code: GB00BKS7ZV87
|
||||
b) |
Nature of the transaction: |
Acquisition of Ordinary Shares |
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c) |
Price(s) and volume(s): |
|
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d) |
Aggregated information: ·Aggregated volume: ·Price: |
N/A |
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e) |
Date of the transaction: |
22 November 2021 |
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f) |
Place of the transaction: |
AQSE Stock Exchange |
Notification and public disclosure of transactions by persons discharging managerial
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
a) |
Name: |
Charles |
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2. |
Reason for the notification |
|||||
a) |
Position/status: |
Executive Chairman |
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b) |
Initial notification/Amendment: |
Initial notification |
||||
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
a) |
Name: |
Eastinco Mining and Exploration Plc |
||||
b) |
LEI: |
2138005GAARIE1JMP262 |
||||
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
a) |
Description of the financial instrument, type of instrument:
Identification code: |
Convertible Loan Notes
ISIN Code: GB00BKS7ZV87
|
||||
b) |
Nature of the transaction: |
Acquisition of Ordinary Shares |
||||
c) |
Price(s) and volume(s): |
|
||||
d) |
Aggregated information: ·Aggregated volume: ·Price: |
N/A |
||||
e) |
Date of the transaction: |
22 November 2021 |
||||
f) |
Place of the transaction: |
N/A |
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