Blencowe Resources Plc (LSE: BRES), is pleased to announce that it has successfully raised gross proceeds of £1m through the issue of 33,333,334 new ordinary shares at a placing price of 3 pence per share (the “Placing”). The Placing was undertaken by Tavira Financial Limited, the Company’s broker.
Use of Proceeds
The net proceeds of the Placing will primarily be used to complete the 6,750m drilling programme and advance the final stages of the Definitive Feasibility Study (“DFS”) for the Orom-Cross graphite project as well as to provide general working capital to support operations during this pivotal period leading up to DFS completion.
The Company remains in active discussions with strategic funding partners, including the US International Development Finance Corporation (“DFC”) and African Finance Corporation (“AFC”). These discussions form part of a broader project financing strategy for the Orom-Cross development.
Investor Warrants
As part of the Placing, Investors will be issued one warrant for each placing share (“Investor Warrants”) exercisable at 4.5p and will be valid for two years from the date of Admission. These Investor Warrants, if exercised in full, would result in the Company raising an additional £1.5m.
Related Party Participation
RAB Capital participated in the Placing. RAB Capital holds more than 5% of the Company’s issued share capital, therefore, their participation in the Placing is deemed a related party transaction as defined under DTR 7.3. The Board considers RAB Capital’s participation in the Placing fair and reasonable.
Senior Management and Consultant Participation
The Company’s Chief Operating Officer, Iain Wearing, has subscribed for £50,000 in the Placing demonstrating his continued confidence in the project and Company.
|
Name |
Current Holding |
Placing Shares |
Holding following Placing |
% Holding following the Placing* |
|
Iain Wearing |
6,658,333 |
1,666,666 |
8,324,999 |
2.6% |
*Enlarged share capital of 325,409,954 following the Placing
Cameron Pearce, Executive Chairman commented:
“We are pleased to secure this funding to maintain momentum as we complete the 6,750m drilling programme and finalise the DFS, both critical for unlocking project-level financing.
Our recent high-margin purified graphite offtake deals with international buyers mark a major commercial milestone, and discussions with multiple parties to broaden our offtake pipeline further remain active.
In parallel, we are progressing several strategic funding discussions with tier-one partners including the DFC and AFC. The DFS will provide the platform to finalise these discussions and move forward to develop Orom-Cross as a globally significant graphite project.
We look forward to updating shareholders on further developments, including drilling results, resource upgrades, DFS result and downstream processing plans, in the weeks and months ahead.”
BookBuild Retail Offer
The Company will launch a separate Retail Offer via the BookBuild platform to raise up to £100,000 as detailed below.
Admission of Placing Shares
An application has been made for 33,333,334 new ordinary shares relating to the Placing to be admitted to trading on the Equity Shares (Transition) category of the Official List and to the main market of the London Stock Exchange from 8.00 a.m. on 24 April 2025 (“Admission”).
Total Voting Rights
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company’s enlarged issued ordinary share capital will comprise 325,409,954 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA’s Disclosure Guidance and Transparency Rules.
Retail Offer
The Board of Blencowe Resources PLC is also pleased to announce a retail offer via BookBuild (the “Retail Offer”) of new ordinary shares (“Ordinary Shares”) of ORD 0.5P each in the capital of the Company (the “Retail Offer Shares”) at an issue price of GBX 3 per New Ordinary Share (as defined below) (the “Issue Price”), raising up to GBP100,000.
In addition to the Retail Offer, the Company is also conducting a placing of new ordinary shares (the “Placing Shares” and together with the Retail Offer Shares, the “New Ordinary Shares”) at the Issue Price (the “Placing” and together with the Retail Offer, the “Issue”). A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.
The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being listed on the Equity Shares (Transition) segment of the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange (“Admission”). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 24/04/2025. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
The net proceeds from the Issue are expected to be used as outlined in the previous Placing announcement.
Expected Timetable in relation to the Retail Offer
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Retail Offer opens |
15/04/2025, 16:40 |
|
Latest time and date for commitments under the Retail Offer |
16/04/2025, 07:40 |
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Results of the Retail Offer announced |
16/04/2025. 08:00 |
|
Admission and dealings in New Ordinary Shares issued |
24/04/2025 |
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.
Dealing Codes
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Ticker |
BRES |
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ISIN for the Ordinary Shares |
GB00BFCMVS34 |
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SEDOL for the Ordinary Shares |
BFCMVS3 |
Retail Offer (Background)
The Company values its retail shareholder base and given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/JQK4J7/authorised-intermediaries
Tavira Financial Limited will be acting as retail offer coordinator in relation to this Retail Offer (the “Retail Offer Coordinator”).
Existing retail shareholders can contact their broker or wealth manager (“Intermediary”) to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at 4:40pm on 15/04/2025. The Retail Offer is expected to close at 7:40am on 16/04/2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: support@bookbuild.live.
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares1: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £99,999.993 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/JQK4J7/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
For further information, please contact:
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Blencowe Resources Plc Sam Quinn |
www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250
|
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Investor Relations Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
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Tavira Financial Jonathan Evans |
Tel: +44 (0)20 3192 1733
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Twitter https://twitter.com/BlencoweRes