FRG Firering Strategic Minerals Plc

Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining

28 May 2024

Firering Strategic Minerals plc

("Firering" or "the Company")

Placing and Subscription

Firering Strategic Minerals plc, an exploration company focusing on critical minerals, is pleased to announce that it has raised £2,116,500 before expenses through the placing of 39,189,656 Placing Shares (the "Placing") and subscription (the "Subscription") for 33,793,104 Subscription Shares, giving in aggregate 72,982,760 ordinary shares of €0.001 each in the Company ("Ordinary Shares") at 2.9 pence per share ("Issue Price").

The Placing was led by Shard Capital Partners LLP ("Shard"). In addition to the Placing and Subscription, the Company intends to issue up to 8,260,290 new Ordinary Shares via a retail offering (the " WRAP Retail Offer"), which will be launched shortly, to raise up to £250,000 at 2.9 pence per share.

Background to, and reasons for, the Placing, Subscription and WRAP Retail Offer (together the "Fundraise")

The net proceeds of the Fundraise will be used to:

·    fund the acquisition of an initial 20.5% of Limeco Resources Limited ("Acquisition"), as more particularly set out in the Company's announcement released earlier today;

·    finance Limeco commissioning and ramp up following the Acquisition;

·    fund the Atex Lithium-Tantalum Project exploration programme; and

·    fund the Group's working capital requirements.

In consideration for services rendered in connection with the Placing, the Company has also agreed to grant at the date of Admission warrants over a total of 2,351,379 Ordinary Shares to Shard ("Broker Warrants"). The Broker Warrants will have an exercise period of 3 years from the date of grant and are exercisable at the Issue Price.

Related Party Transaction

Rompartner Limited, which owns 9,000,000 ordinary shares in the Company (8.84% of the current issued share capital), is a related party as it has been a substantial shareholder (as defined by the AIM Rules for Companies) in the previous 12 months. Rompartner Limited has subscribed for 6,206,897 Subscription Shares at the Issue Price in the Subscription.

Rompartner Limited's participation in the Subscription constitutes  a related party transaction under AIM Rule 13 of the AIM Rules for Companies. 

All of the Directors of the Company are regarded as independent. The Directors, having consulted with the Company's Nominated Adviser, considers the terms of Rompartner Limited's participation in the Subscription to be fair and reasonable insofar as the Company's shareholders are concerned.

Intended Subscription

Certain directors of the Company, being Youval Rasin, Shai Kol, Remy Welschinger and Vassilios Carellas, ("Subscribing Directors") together with their related parties, have confirmed their intention to subscribe for Ordinary Shares at the Issue Price by funding an additional minimum of £180,000 (the "Intended Subscription"). As the Company is currently in a close period under the Market Abuse Regulations until the publication of its audited consolidated financial statements for the year ended 31 December 2023 ("Financial Statements"), the Directors are not permitted to deal in the Company's securities (which includes entering into a subscription agreement) until after publication of the Financial Statements (and subject to each not being in possession of any other unpublished price sensitive information at such time). It is expected that the Financial Statements will be published before the end of June 2024, and the Directors and their related parties intend to participate in the Intended Subscription once able to do so. The proceeds of the Intended Subscription will be utilised in the same way as the proceeds of the Fundraise.

The Intended Subscription  will constitute related party transactions under AIM Rule 13 of the AIM Rules for Companies at the point at which each of the subscriptions is made. 

The independent Director for the purposes of these intended transactions, being Yuval Cohen, is required to consider, having consulted with SPARK Advisory Partners Limited, the Company's nominated adviser, whether the terms of the participation of each of the Subscribing Directors are fair and reasonable in so far as Shareholders are concerned. It is expected that this assessment will be undertaken at the time of the Intended Subscription, shortly after the publication of the Company's final results for the year ended 31 December 2023.

The Placing and Subscription are not conditional on the Intended Subscription, which is expected to occur following completion of the Placing and Subscription.

Retail Offering

The Company will be shortly launching a retail offer to its existing shareholders via the Winterflood Retail Access Platform ("WRAP") to raise up to £250,000 (before expenses), through the issue of up to 8,620,690 new Ordinary Shares at the Issue Price. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Fundraise. A further announcement will be made by the Company shortly regarding the WRAP Retail Offer and its terms and conditions. The WRAP Retail Offer is expected to close at or around 8.30pm on 28 May 2024.

Circular and Notice of General Meeting

As the Company does not have sufficient share capital authorities to issue up to 87,810,347 new Ordinary Shares (in aggregate) pursuant to the Fundraise ("Fundraise Shares") the Company intends to convene a general meeting ("General Meeting") in which it will seek shareholders' approval of the requisite authorities ("Resolutions"). It is expected that a circular explaining the background to and reasons for the Fundraise and containing the Notice of General Meeting will be sent to shareholders shortly after the closing of the WRAP Retail Offer. Following its publication, which will be notified, the circular will be available on the Company's website at www.fireringplc.com.  

Admission to trading

Application will be made for the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). Admission is expected to occur on or around 20 June 2024.

The Placing Shares, Subscription Shares and Retail Offer Shares will rank pari passu in all respects with the existing shares.

The Fundraise and Admission is conditional upon passing of the Resolutions at the General Meeting.

Timetable

The anticipated timetable of events is as follows:

Yuval Cohen, Chief Executive Officer of Firering, said: "I would like to thank investors for their support which enables us to finance the acquisition of a 20.5% stake in Limeco, enact the ramp-up of its quicklime operation to full production, and advance the development of our other assets. The backing from our investors is a testament to their confidence in the potential of our projects.

"Limeco's high-specification quicklime project in Zambia, originally established by Glencore to support its copper mine, represents a significant opportunity for shareholders, with the assets expected to deliver substantial financial returns. Our production ramp-up plan involves sequentially bringing the eight kilns online, culminating in full operational capacity in H2 2025. With 150,000 tonnes of stockpiled limestone ready for immediate production post-modification of the kilns, we anticipate hitting the ground running in a reasonably short period, positioning us to capitalise on the expansive market opportunities for quicklime in the region given its critical role in copper production.

"In addition to Limeco, the funds raised will allow us to progress the exploration programme at our Atex Lithium-Tantalum Project in Côte d'Ivoire. This project is key to our portfolio as we aim to establish a maiden lithium resource and explore the potential for early tantalum production. The development of the Atex project aligns with our commitment to supporting the global transition to net-zero emissions by providing strategic minerals essential for the production of electric vehicle batteries and high-tech electronics.

"I look forward to updating the market on progress at both Limeco and our Atex Lithium-Tantalum Project in the near future."

*** ENDS ***

Important Notices

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Shard nor SPARK Advisory Partners Limited ("SPARK") nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

SPARK, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, SPARK accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. SPARK accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of SPARK as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

Shard, which is authorised and regulated in the United Kingdom by the FCA, is acting as  broker and bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Shard by FSMA or the regulatory regime established thereunder, Shard accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Shard accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 ("MAR") as it forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this Announcement via a Regulatory Information Service, this information is considered to be in the public domain. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities. 

This announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction in which it would be unlawful to do so.