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#BRES Blencowe Resources PLC – Fundraise of £3m
Blencowe Resources Plc (LSE: BRES), the natural resources company advancing the Orom-Cross graphite project in Uganda, is pleased to announce that it has raised funds of £3.0 million through the placing of 42,857,140 new ordinary shares at a placing price of 7p (the “Placing”), representing no discount to the closing market price on 10 December 2025.
The Placing was undertaken by the Company’s joint brokers, Tavira Financial Limited and Oak Securities.
Strategic Context
The Placing follows the successful completion of the Company’s Definitive Feasibility Study (“DFS”), which confirmed Orom-Cross as a Tier-1 graphite project and formally transitioned the Company into the financing and development phase.
The Company continues to progress P1 project financing discussions with development finance institutions, strategic industry partners and government-backed funding bodies, and expects this funding to be structured predominantly outside of Blencowe plc equity.
These funds raised provide near-term working capital and operational flexibility, supporting execution, commercial momentum and project readiness while these financing processes progress in parallel.
Use of Funds
As reported in the Prospectus dated 25 November 2025, the Company held a cash balance of £1,062,500 and has since received a further £360,000 from the exercise of warrants and options.
The net Proceeds from the Placing and existing cash resources will be used to:
· Advance Orom-Cross project toward Phase 1 (P1) production readiness
· Progress additional in-flight commercial and offtake discussions
· Support financing due diligence, site visits and engagement processes with development finance institutions, strategic partners and government-backed funding bodies
· Secure key personnel and specialist capability, and progress early execution workstreams
· Provide additional working capital during the P1 financing phase
Broker Warrants
The Company has granted Tavira Financial Limited and Oak Securities an aggregate of 2,571,428 broker warrants, exercisable at 7p for a period of three years from Admission, as part of their remuneration for arranging the Placing.
Cameron Pearce, Executive Chairman commented:
“This fundraise provides Blencowe with additional flexibility and momentum as we move decisively into the financing and development phase following completion of our Definitive Feasibility Study.
The DFS has materially strengthened the Company’s position, broadening our access to capital and counterparties and enabling us to raise funds on improved terms. The proceeds will support early execution activities, advance existing commercial and offtake discussions, and support the financing engagement and preparatory work typically required as discussions with development finance institutions and strategic partners advance.
Importantly, this funding complements our primary strategy of securing structured and strategic P1 financing. We believe Orom-Cross is now well positioned to progress through the next stage of development with a strengthened balance sheet and growing interest from a wide range of funding and commercial partners.“
Admission of Shares and Total Voting Rights
Application has been made for an aggregate of 42,857,140 new ordinary shares to be admitted to trading on the Equity (Transition) category of the Official List and the main market of the London Stock Exchange, with admission expected at 8.00 a.m. on 16 December 2025 (“Admission”).
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company’s issued share capital will comprise 454,603,978 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.
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 jonathan.evans@tavira.group
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OAK Securities (a trading name of Merlin Partners LLP) Calvin Man /Mungo Sheehan / Jerry Keen |
Tel: +44 (0)20 3973 3678
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Twitter https://twitter.com/BlencoweRes
LinkedIn https://www.linkedin.com/company/72382491/admin/
#AYM Anglesey Mining PLC – Conditional Equity Financing Facility – Proposed Capital Reorganisation – Notice of General Meeting
Anglesey Mining plc (AIM:AYM), the UK minerals development company, is pleased to announce it has entered into a conditional Equity Financing Facility (the “Equity Financing Facility” or the “Facility”) with Alumni Capital Limited (“Alumni” or the “Investor”) pursuant to which Alumni has agreed, on the terms and subject to the conditions set out in the Subscription Agreement, to provide the Company with equity funding of up to £2 million.
The Facility and the Company’s existing cash resources will be directed towards the further development of the Company’s primary asset, the 100% owned Parys Mountain Cu-Zn-Pb-Ag-Au VMS deposit in Anglesey, North Wales (“Parys Mountain”), as well as providing additional working capital.
The Facility is, inter alia, conditional on the Company implementing a proposed Capital Reorganisation, pursuant to which, inter alia, the issued share capital of the Company will be consolidated and sub-divided such that every twenty Existing Ordinary Shares will result in one New Ordinary Share and one Deferred C Share.
Shareholders should note that, if the Resolutions are not passed, the Company will not be able to drawdown any amounts under the Facility. In this scenario, the Board believes it would be left with a limited pool of alternative options and there would be material uncertainty over the going concern status of the Company. Against this background, the Company is, therefore, requesting that Shareholders vote in favour of the Resolutions at the General Meeting.
The Company will shortly post a circular to Shareholders in connection with the Facility and the Capital Reorganisation which is available on its website at www.angleseymining.co.uk (the “Circular”). The Circular contains further information about the background to and reasons for the proposed Facility and Capital Reorganisation and why the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at a general meeting to be held at The Geological Society, Burlington House, Piccadilly, London, W1J 0BG at 11.00 a.m. on 23 October 2025.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.
Background to and reasons for the proposals
On 15 August 2025, the Company provided an update to Shareholders on recent corporate activities undertaken by the Board. This included, inter alia, updates in respect of the Grängesberg Iron Ore Project and the reversion of management control of Grängesberg Iron AB (“GIAB”), the Swedish company which holds rights over the Grängesberg iron ore deposits, to the majority owner of GIAB, as well as Anglesey’s decision to actively seek to dispose of its 11.9% holding in Labrador Iron Mines Holdings Limited (“LIMH”) and realise that investment. These actions were undertaken to support the Board’s current objective of focusing efforts on the Parys Mountain project and in order to support the Company’s current financial position.
As noted in that announcement, the Company continued to advance a number of initiatives with a view to supporting its cash position and noted, however, that the continued progress of the Company’s activities remained contingent on its ability to raise further funds and the Board was therefore exploring fundraising options on that basis.
The Company is therefore pleased to announce that, following discussions and negotiations with Alumni, it has entered into the conditional Equity Financing Facility. Prior to entering into the Facility, the Directors explored a number of financing options for the Company, including an equity raise. However, having assessed the options reasonably available, the Board believes that the Facility represents the best outcome available at this time in order to further fund its progress and support its working capital position.
The Key Terms of the Facility
Alumni have committed to provide equity funding of up to £2 million (the “Commitment Amount”) conditional upon, inter alia, the passing of the Resolutions.
The term of the Facility shall commence on the date of the Facility becoming unconditional (being the “Effective Date”) and shall continue until the earlier of (i) the date on which Alumni shall have subscribed for New Ordinary Shares pursuant to the Subscription Agreement in the aggregate amount of the Commitment Amount; (ii) the date the Subscription Agreement is terminated in accordance with the terms thereof; and (iii) the date occurring eighteen (18) months after the Effective Date (the “Commitment Period”).
The Company can draw down funds from the Facility from time to time during the Commitment Period at the Company’s discretion by providing a notice to Alumni (a “Subscription Notice”). Subject to the satisfaction (or waiver by Alumni) of certain conditions precedent and the terms of the Facility, a Subscription Notice obliges Alumni to subscribe in cash for the number of New Ordinary Shares in the Company specified in the notice, with such shares priced at the lowest daily volume weighted average price (“VWAP”) during the 5 days of trading following the date that the Subscription Notice is deemed to be received by the Investor (the “Reference Price”) multiplied by 80%.
The Company is under no obligation to deliver any Subscription Notice during the Commitment Period.
Alumni will also be granted Warrants to subscribe for New Ordinary Shares on the basis of one warrant share for every two New Ordinary Shares subscribed by Alumni under the Facility. The exercise price for the purchase of shares pursuant to the Warrants, payable to the Company, will be the Reference Price multiplied by 120%. Warrants are exercisable for a period of 3 years from their date of grant. The Warrants are freely transferable.
Each Subscription Notice submitted by the Company is limited to a minimum size of 50,000 New Ordinary Shares and a maximum size of 750,000 New Ordinary Shares (note: these figures are with reference to New Ordinary Shares, that is, ordinary shares of the Company post the implementation of the proposed Capital Reorganisation).
Alumni is entitled to a commitment fee equal to 1% of the Commitment Amount, i.e. £20,000, payable in cash (the “Commitment Fee”).
In addition, a fee of £10,000 is payable to Alumni for every quarter during the term of the Facility in which a Subscription Notice is not submitted by the Company (the “Unused Line Fee”). The maximum aggregate amount of the Unused Line Fee, being £50,000, is to be paid upfront in cash upon the Facility becoming unconditional. Alumni will refund to the Company £10,000 for every quarter (other than the first quarter of the Facility) in which a Subscription Notice is in fact submitted.
It is agreed that the obligation to pay the Commitment Fee and the upfront Unused Line Fee will be satisfied by the allotment and issue by the Company to Alumni of 750,000 New Ordinary Shares (the “Fee Shares”) fully paid for an aggregate subscription price of £70,000 (approximately 9.3 pence per New Ordinary Share) with Alumni’s obligation to pay such amount being satisfied by the release of the Company from its obligation to pay the Unused Line Fee and Commitment Fee to the Investor. Subject to the passing of the Resolutions, the Fee Shares are expected to be admitted to trading on 24 October 2025 (or such later date as is agreed in writing between the Company and the Investor).
The Company will contribute up to £35,000 (plus any applicable VAT) towards Alumni’s legal costs in negotiating and implementing the Facility with the Company’s obligation to pay such amount being satisfied by the release of Alumni, in respect of the first Subscription Notice served by the Company (and, if not sufficient, subsequent Subscription Notices), from its obligation to pay the relevant subscription amount to the Company in accordance with the terms thereof by an equivalent amount.
The Facility automatically terminates once the Facility is drawn down in full, and may be terminated by Alumni in certain other circumstances, including inter alia: the de-listing of the Company’s shares, or their suspension from trading, on AIM; the Company materially failing to comply with the terms of the Facility, or being in material breach of any warranty under the Facility; certain insolvency events; and/or a material adverse change which is continuing.
Other Terms and Conditions of the Facility
The Facility is conditional on the Company passing the Resolutions. Therefore, Shareholders should note that, if the Resolutions are not passed, the Company will not be able to drawdown any amounts under the Facility.
The Facility is also conditional on, inter alia the allotment, issue and admission of the Fee Shares, and the Company complying with all covenants and agreements required to be complied with or satisfied prior to the Facility becoming effective.
The Company has given certain warranties and representations to Alumni concerning its business and affairs. The Facility becoming effective, and each individual drawdown under the Facility, is conditional upon there being no breach of these warranties which is continuing.
Individual drawdowns are also subject to additional conditions precedent, including inter alia: the allotment and issue of the resulting shares being legally permitted by applicable laws; the allotment and issue of the shares not resulting in Alumni, or any persons acting in concert with Alumni, being required to make mandatory offer for the Company in accordance with Rule 9 of The City Code on Takeovers and Mergers, and there being no material adverse change which is continuing.
The Company has also agreed to pay a placing agent commission of 6% of the amount that may be drawn down pursuant to each Subscription Notice.
The Capital Reorganisation
At 6.00 pm on 25 September 2025 (being the date immediately prior to the date of publication of this announcement) there were 484,822,255 Ordinary Shares in issue.
As noted above, the Equity Funding Facility is conditional on the Company implementing the proposed Capital Reorganisation. Therefore, Shareholders should note that, if the Resolutions are not passed to implement the Capital Reorganisation, the Company will not be able to draw down any amounts under the Facility.
More generally, it is the Board’s view that the Capital Reorganisation, on the proposed terms set out in the Notice of General Meeting, will have a positive impact on the liquidity of the shares in issue following implementation, by reducing the number of ordinary shares in issue and raising the resulting trading price per ordinary share, which may result in a narrowing of the bid-offer spread.
The Company proposes to undertake the Sub-division as part of the Capital Reorganisation as, under the Companies Act, a company is prohibited from issuing new shares at a price less than their nominal value. Most immediately, an inability to undertake the Sub-division step as part of the Capital Reorganisation would mean the Company would be unable to issue new shares to Alumni pursuant to the conditional Facility, as it would be restricted from doing so while the prevailing trading price per share was less than the nominal value.
The Capital Reorganisation comprises the consolidation of every twenty Existing Ordinary Shares into one Consolidated Ordinary Share, and the sub-division of every such Consolidated Ordinary Share into one New Ordinary Share and one Deferred C Share.
Pursuant to the Consolidation, the 484,822,260 Existing Ordinary Shares expected to be in issue at the Record Date would be consolidated into 24,241,113 Consolidated Ordinary Shares. Each such Consolidated Ordinary Share would then be sub-divided into one New Ordinary Share and one Deferred C Share, pursuant to the Sub-division.
The New Ordinary Shares will have identical rights, and be subject to identical restrictions, as the Existing Ordinary Shares had and were subject to, immediately prior to the Capital Reorganisation (including but not limited to, in respect of voting, dividend, and return of capital).
The Company proposes to amend the Articles such that the Deferred C Shares are included within the definition of “Deferred Shares” thereunder (and to ensure that the New Ordinary Shares are clearly differentiated from the Deferred C Shares and the Existing Deferred Shares), with the result that the Deferred C Shares shall have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Deferred Shares. Accordingly, the Deferred C Shares will have very limited rights and will effectively carry no value as a result.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. Subject to Shareholder approval of the Resolutions, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 am on 24 October 2025. Following the Capital Reorganisation, the ISIN Code for the New Ordinary Shares will be GB00BVTDCS88 and the SEDOL Code will be BVTDCS8.
Financial Position
The Company plans to release its audited financial statements for the financial year ended 31 March 2025 by 30 September 2025. As per the most recent unaudited interim financial statements for the half-year ended 30 September 2024, the Company had cash and cash equivalents of £283,295. As at 31 August 2025, the unaudited cash and cash equivalents position of the Company had fallen to £26,271. As a result, the Board now anticipates a significant challenge managing working capital over the next 12 months, and the Board recognises that there will be material uncertainty over the going concern status of the Company if it is unable to avail of the proposed Equity Financing Facility.
Therefore, Shareholders should be aware of the material uncertainty surrounding the potential need for additional funding to remain a going concern and the associated risks involved, including the ability to successfully execute on such initiatives. The Company will continue to actively monitor and assess its financial position.
Action to be taken, Importance of the Vote and Recommendation
Shareholders are strongly encouraged to read the Circular in full. It contains the Resolutions to be voted on at the General Meeting. Explanatory notes on eligibility to vote and other matters concerning the conduct of the General Meeting are contained in the Notice of General Meeting.
The Board believes that the successful implementation of the Capital Reorganisation and the ability to then raise funds under the Equity Financing Facility will help stabilise the Company’s financial position and provide it with additional working capital in the short term. The successful implementation of the Capital Reorganisation would also provide the Company with a revised capital structure from which it would be better placed to continue to explore other potential methods of future funding, including other sources of equity funding.
The Board is committed to carefully managing the Company’s cash, however, wishes to reiterate that should the Company be unable to complete the Capital Reorganisation and therefore avail of the Equity Financing Facility, it would be left with a limited pool of alternative options and there would be material uncertainty over the going concern status of the Company. Against this background, the Company is, therefore, seeking Shareholder approval now for the Capital Reorganisation as set out in the Circular.
The Directors unanimously consider that the Capital Reorganisation is in the best interests of the Company and the Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings which as at 6.00 pm on 25 September 2025 (being the date immediately prior to the date of publication this announcement), in aggregate, amounted to 3,251,103 Existing Ordinary Shares, representing approximately 0.67 per cent. of the Company’s existing issued ordinary share capital.
For further information, please contact:
Anglesey Mining plc
Rob Marsden, Chief Executive Officer – Tel: +44 (0)7531 475111
Andrew King, Chairman – Tel: +44 (0)7825 963700
Davy
Nominated Adviser & Joint Corporate Broker
Brian Garrahy / Daragh O’Reilly – Tel: +353 1 679 6363
Zeus Capital Limited
Joint Corporate Broker
Katy Mitchell / Harry Ansell – Tel: +44 (0)161 831 1512
LEI: 213800X8BO8EK2B4HQ71
About Anglesey Mining plc:
Anglesey Mining is traded on the AIM market of the London Stock Exchange and currently has 484,822,255 ordinary shares in issue.
Anglesey is developing the 100% owned Parys Mountain Cu-Zn-Pb-Ag-Au VMS deposit in North Wales, UK with a reported resource of 5.3 million tonnes at over 4.0% combined base metals in the Measured and Indicated categories and 10.8 million tonnes at over 2.5% combined base metals in the Inferred category.
Anglesey also holds a 49.8% interest in the Grängesberg iron ore project in Sweden and 11.9% of Labrador Iron Mines Holdings Limited, which through its 52% owned subsidiaries, is engaged in the exploration and development of direct shipping iron ore deposits in Labrador and Quebec.
Appendix:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting to Shareholders of the Circular
26 September 2025
Latest time and date for receipt of proxy appointment
11.00 a.m. on 21 October 2025
General Meeting
11.00 a.m. on 23 October 2025
Latest time and date for dealings in Existing Ordinary Shares
Close of business on 23 October 2025
Record Date
6.00 p.m. on 23 October 2025
Admission effective and commencement of dealings in the New Ordinary Shares
8.00am on 24 October 2025
CREST accounts credited with the New Ordinary Shares in uncertificated form
24 October 2025
Despatch of definitive certificates for New Ordinary Shares (in certificated form)
Week commencing 3 November 2025
Notes:
1) References to times are to London time (unless otherwise stated).
2) The dates set out in the timetable above may be subject to change (including without limitation, if the General Meeting is adjourned).
3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RNS.
STATISTICS RELATING TO THE CAPITAL REORGANISATION
Ordinary Shares in issue at 6.00 pm on the date immediately prior to the date of publication of this announcement
484,822,255
Number of Existing Ordinary Shares expected to be in issue immediately prior to the Capital Reorganisation
484,822,260
Conversion ratio
1 New Ordinary Share and 1 Deferred C Share for every 20 Existing Ordinary Shares
Total expected number of New Ordinary Shares in issue following the Capital Reorganisation
24,241,113
Total expected number of Deferred C Shares in issue following the Capital Reorganisation
24,241,113
ISIN code for the New Ordinary Shares
GB00BVTDCS88
SEDOL for the New Ordinary Shares
BVTDCS8
#BRES Blencowe Resources PLC – BookBuild Retail Offer and Capital Raise of £1.5m
The Board of Blencowe Resources PLC is 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”) up to the value of £195,000 at an issue price of 4 pence per New Ordinary Share (as defined below) (the “Issue Price”).
This Retail Offer follows a recent successful fundraise of £1.5 million, as announced separately. The proceeds from the Retail Offer and the earlier fundraise will support the completion of a 6,000m drilling programme and the advancement of the Definitive Feasibility Study (DFS) for the Orom-Cross Graphite Project in Uganda, as well as provide general working capital. For the avoidance of doubt, the Retail Offer is not part of the Placing.
Executive Chairman, Cameron Pearce, commented:
“We are pleased to offer retail investors the opportunity to participate in Blencowe’s growth journey at an attractive 4p entry price, aligned with the discount to recent trading levels from our recently announced fundraise. This Retail Offer, combined with the successful £1.5 million fundraise, July Fee Shares and Subscription Shares, and the remaining DFC Grant, will enable us to close the remaining financing gap and be well-capitalised to complete the Orom-Cross DFS.”
“We believe this support and overdue clarity on DFS financing will lead to a significant uplift in project value as we move through the final stages of the study. Orom-Cross is strategically positioned to meet the growing demand for graphite in the energy transition, and completing the DFS will put Blencowe in an excellent position to deliver substantial long-term value for our shareholders.“
Retail Offer Overview
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”). 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) category 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 8.00am on 12/11/2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
Expected Timetable in relation to the Retail Offer
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Retail Offer opens |
06/11/2024, 07:05 |
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Latest time and date for commitments under the Retail Offer |
06/11/2024, 17:00 |
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Results of the Retail Offer announced |
7/11/2024, 7.00 |
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Admission and dealings in New Ordinary Shares issued |
12/11/2024 |
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
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO in April 2019. 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/614RM1/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 7:05am on 06/11/2024. The Retail Offer is expected to close at 5:00pm on 06/11/2024. 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 the Retail Offer Coordinator, Jonathan Evans (jonathan.evans@tavira.group) or BookBuild at email: support@bookbuild.live.
The Retail Offer will 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 Shares: (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 £195,000.00 (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 £250.00 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/614RM1/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:
Jonathan Evans (jonathan.evans@tavira.group)
Further information on the Company can be found on its website at: https://blencoweresourcesplc.com
The Company’s LEI is 213800UXIHBIRK36GG11
This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US”)), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a “US Person”). No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Tavira Financial Limited (“Tavira” or the “Broker”) is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company’s businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Tavira expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Tavira or any of its respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Tavira and its respective affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
Blencowe Resources Plc (LSE: BRES), is pleased to announce that it has successfully raised a total of £1,500,000 through the issue of 37,500,000 new ordinary shares at 4 pence per share (“Fundraise”). These funds will be directed primarily towards completing the Definitive Feasibility Study (“DFS”) to completion, including a 6,000m drilling programme to enhance the existing JORC Resource of 24.5Mt @ 6.0% for the Orom-Cross Graphite Project in Uganda.
Fundraise Overview
The Fundraise comprises a £1 million placing of 25,000,000 new ordinary shares (“Firm Placing”) arranged through its broker Tavira Financial (“Tavira”) and a conditional £500,000 subscription for 12,500,000 new ordinary shares from senior management (“Conditional Subscription”). The Conditional Subscription is subject to FCA approval of a Prospectus by the Company.
Investor Warrants
Investors in the Fundraise will be issued 1 warrant per 1 Placing Share (“Investor Warrants”), exercisable at 6p for a 3-year period from Admission. Therefore, the Company will issue an aggregate of 37,500,000 warrants, which if fully exercised, would result in gross proceeds of £2.25 million in additional funding.
Use of Funds
The net proceeds of the Fundraise will primarily fund a 6,000m drill programme designed to significantly increase the existing 24.5Mt @ 6.0% JORC Resource, one of the final major workstreams under the DFS, as well as general working capital.
Related Party Participation
Major shareholder RAB Capital participated in the Firm Placing. As their current shareholding is more than 5%, RAB Capital’s participation in the Firm Placing is deemed a related party transaction as defined under DTR 7.3. Following advice from its financial adviser Tavira (given the Board does not have an independent director) the Board considers RAB Capital’s participation in the Placing fair and reasonable for shareholders.
Senior Management and Consultant Participation
The Company’s Chief Operating Officer, Iain Wearing, and its external Sales and Marketing Advisor, Joel Chong, have each subscribed in the Conditional Subscription for £250,000 each.
|
|
Current Holding |
Conditional Placing Shares |
Holding following the issue of the Prospectus |
% Holding following the issue of the Prospectus * |
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Iain Wearing |
408,333 |
6,250,000 |
6,658,333 |
2.3 |
|
Joel Chong |
Nil |
6,250,000 |
6,250,000 |
2.1 |
*The enlarged share capital following the issue of the Prospectus will be 292,820,980 (including the enlarged share capital on Admission, the July 2024 Subscription and the Fee Shares as noted below).
DFC Grant Funding
A further US$500,000 is expected shortly from the Development Finance Corporation (“DFC”) as part of its ongoing phased $5 million grant funding. This will bring total receipts received under the DFC grant to US$4,000,000, with the final US$1,000,000 scheduled to be received in 2025.
Admission of Firm Placing Shares
An application has been made for 25,000,000 new ordinary shares relating to the Firm Placing to be admitted to trading on the official list of the London Stock Exchange from 8.00 a.m. on 12 November 2024 (“Admission”).
Prospectus
As previously announced, the Company is in an advanced stage of seeking FCA approval to publish a Prospectus for issuance of 12,500,000 new ordinary shares for the Conditional Subscription, 3,181,260 new ordinary shares in relation to the July 2024 Subscription to raise gross proceeds of £159,063 and 25,721,250 Fee Shares in relation to services provided by key DFS contractors and other service providers to the value of £1,286,062.
The issue of the Fee Shares has materially reduced the capital required to complete the DFS, and most particularly for drilling. The Company will be seeking to publish the Prospectus imminently and will advise on the publication date in due course.
Total Funding
With the Fundraise, Fee Shares, July Subscription, and DFC Grant, Blencowe has access to approximately £4 million and is well-capitalised to target DFS completion in H1 2025.
Cameron Pearce, Executive Chairman commented;
“Blencowe is pleased to announce this Fundraise alongside other funding initiatives to progress the DFS to completion. This combined support from shareholders, strategic service providers, and senior management enables a key inflection point in the Company’s history – completing the DFS and subsequent project financing – which will position Orom-Cross for substantial de-risking and value creation.”
“The phased DFC grant further reinforces our working capital position to finalise the DFS. Orom-Cross’s exceptional low-cost, high-quality characteristics combined with the key relationships we have formed, including both DFC and the recent Minerals Security Partnership accreditation, plus our in-country downstream processing strategy, continue to uniquely position Blencowe within the graphite sector. As the global energy transition accelerates, Orom-Cross is set to play role in supplying essential materials for the green economy.”
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 251,418,470 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.
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
LinkedIn https://www.linkedin.com/company/72382491/admin/
#FCM First Class Metals Plc – Share Placing
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK listed metals exploration company seeking economic metal discoveries across its extensive Canadian Schreiber-Hemlo, Sunbeam and Zigzag land holdings, is pleased to announce the completion of a private placing of a total of 3,700,000 ordinary shares of 0.1p each (“Ordinary Shares”) at a price of 4.5p (the “Placing Shares”) with a single existing private investor (“Investor”) raising £166,500 (the “Placing”).
The Placing price of 4.5p represents an 10% premium to the middle market price of Ordinary Shares at the close of business 21 February 2024
Director’s-Stock Lending Agreement
The Company does not presently have sufficient headroom to enable the issue and admission of the Placing Shares which are required to be issued pursuant to the Placing without the production of an FCA approved prospectus. The Company is therefore proposing that the Executive Chairman, James Knowles, transfers to the Company by way of a loan such number of Ordinary Shares held by Mr Knowles as are equal to, in aggregate, to the Placing Shares within the terms of the existing share loan agreement (the “Share Lending Agreement”), to facilitate the placing of the Placing Shares by the Company. This loan involves no consideration being paid or security granted to James Knowles.
The transfer of the Placing Shares to the Investor is expected to be completed on or around 29 February 2024.
The Share Lending Agreement provides for the allotment of an aggregate of 3,700,000 new Ordinary Shares to James Knowles by 30 June 2024 to replace the shares loaned under the terms of the Share Lending Agreement. Application will be made to the LSE and FCA for the admission of the Ordinary Shares to be issued to Mr Knowles at the appropriate time.
No further fees over and above the amount charged by the directors in the announcement of the 24 November 2023 will be paid.
Related Party Transaction
James Knowles is a director of the Company. The Share Lending Agreement is considered to be a material related party transaction (the “Related Party Transaction”).
Marc Sale, Marc Bamber and Andrew Williamson, being the independent directors for the purpose of this Related Party Transaction consider that the terms and conditions are fair and reasonable insofar as the shareholders of the Company are concerned.
Total Voting Rights
The total number of voting rights in the Company remains unchanged. The figure of 82,045,729 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.
Ends
For further information, please contact:
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
Novum Securities Limited
(Financial Adviser)
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David Coffman/ George Duxberry |
www.novumsecurities.com |
(0)20 7399 9400 |
#BRES Blencowe Resources – DFC LOI REGARDING PROJECT FINANCING
Blencowe Resources Plc (LSE: BRES) is pleased to announce it has received a formal Letter of Interest (“LOI”) from the US International Development Finance Corporation (“DFC”) in which the DFC has indicated its willingness to participate in debt funding for the Orom-Cross graphite project (“Orom-Cross or the “Project”) in Uganda, subject to all necessary due diligence. This comes following recent discussions with DFC project funding division and follows the 2023 agreement with the DFC’s technical assistance division, who have already entered into a US$5 million Technical Assistance Grant (“TAG”).
To date US$2 million of grant funds have been received from the DFC under the TAG, with the balance expected during the course of 2024 as certain milestones are met. The TAG also provided for the DFC to have the right to be mandated to directly provide (and/or arrange for) financing or investment for the Project on commercial terms.
This LOI is the first step of engagement with the DFC project funding division to advance the project financing process. During the course of 2024 Blencowe will work closely with the DFC to reach a decision to mine subject to the DFS results and other due diligence. Graphite is high on the US Government critical metals and minerals list and their strategy is to open up long term supply chains of graphite. Demand for graphite is accelerating fast and is expected to continue growing into the future due mainly to its non-replaceable role within the lithium-ion battery that stores energy.
The Company is seeking to position Orom-Cross to deliver a ‘green’ graphite product through a variety of production initiatives, including the use of hydro-electric power for all mining and processing energy requirements. Orom-Cross aims to become one of the leading sustainable mining projects worldwide and this is a very important component of the DFC charter and critical within a rapidly changing landscape where every participant along the EV supply chain is being audited on their sustainability credentials by Original Equipment Manufacturers (OEMs).
Orom-Cross’s potential ability to aid in the further development of the Ugandan economy, empowering its population and driving investment and future development has also proved attractive to the DFC.
Cameron Pearce, Executive Chairman commented;
“This Letter of Interest is an important next-step in the process for DFC to consider project financing support to build Orom-Cross into a producing mine. Project funding will be crucial for the Company this year as we work to conclude the DFS and this engagement with the DFC continues to underpin our long-term relationship with the DFC, as lead mandated partner, to assist in this exercise.”
Mr Pearce added “Our executive management team will be meeting DFC in the near term to evaluate the project implementation strategy and build on the momentum we have already created together. We believe this is a unique partnership that is significantly de-risking Orom-Cross and we will continue to showcase this exceptional asset as we deliver the DFS results this year.”
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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First Equity Limited Jason Robertson |
Tel: +44(0)20 7330 1833 jasonrobertson@firstequitylimited.com
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Twitter https://twitter.com/BlencoweRes
LinkedIn https://www.linkedin.com/company/72382491/admin/
#POW Power Metal Resources PLC – £900,000 Equity Financing
Power Metal Resources PLC (LON:POW) the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces it has completed a placing and subscription to raise £900,000 before expenses (the “Financing”).
HIGHLIGHTS
§ Power Metal has raised £900,000 before expenses for the advancement of priority exploration projects and for general working capital purposes with the Financing undertaken at the closing market bid price of 1.4 pence on 13 January 2023 (see below for detailed Financing terms).
§ The fundraising will be applied to a comprehensive exploration programme at the Tati gold project and will allow Power Metal to accelerate preparations for exploration at the Company’s strategic uranium portfolio in the Athabasca Basin region of Saskatchewan, Canada.
§ At Tati the Company’s exploration plans include soil geochemistry, geophysics, mechanised trenching, reverse circulation (RC) and diamond drilling. This work will examine near surface gold mineralisation across a far larger proportion of the 8km gold-in-soil anomaly which extends through the centre of the Tati licence footprint and, through planned drilling, test for gold mineralisation at depth.
§ Power Metal is seeking to undertake exploration programmes at a number of its Athabasca uranium properties during the upcoming spring and summer, following snowmelt. The work programmes will be designed to follow up on high-grade uranium rock sample results achieved by the Company during the 2022 campaigns, as well as inaugural work programmes at other properties in the portfolio which have not been worked by Power Metal to date.
§ Diamond drilling has recommenced at the Molopo Farms Complex project in Botswana after the Christmas break and specifically at drillhole DDH2-3A into target area T2-3A. In addition, at the Company’s Victoria Goldfields joint venture a diamond drill programme is underway targeting extensions of the former high-grade working Berringa gold mine.
Paul Johnson, Chief Executive Officer of Power Metal Resources plc, commented:
“Power Metal continues to drive its exploration portfolio, with drilling underway currently and with additional programmes now to be launched in the near term at the Tati gold project in Botswana and expedited exploration at the Athabasca Uranium portfolio in Saskatchewan, Canada.
With multiple exploration work streams underway Power Metal expects to release further updates to the market over the coming weeks and months as operational activities advance.
In parallel Power Metal continues to work on the various corporate initiatives targeting the generation of material value for the Company and its shareholders.
The recent strong move higher in the price of gold from under US$1,650 at the start of November 2022, to US$1,920 at the close on Friday is an important event, with gold acting as a key indicator for the strength of our sector. I believe the future is bright for the junior resource sector and the proactive junior resource explorers within it.
Power Metal has, through relentless teamwork over recent years, built and advanced our global exploration portfolio and we believe that work has positioned the Company uniquely well for the near, medium and long term.“
FINANCING FURTHER INFORMATION
§ The Company has raised £900,000 before expenses through the issue of 64,285,714 new ordinary shares of 0.1p each in the Company (the “Financing Shares”) at an issue price of 1.4p per share, the closing market bid price on 13 January 2023.
§ Each Financing Share has an attaching warrant to subscribe for one new ordinary share of 0.1p each in the Company (“Ordinary Share”) at an exercise price of 2.0p per share with a 24-month term from 30 January 2023 (“Financing Warrant”) creating 64,285,714 Financing Warrants.
§ Should the Power Metal share price exceed a volume weighted average share price of 6p for five trading days Power Metal may issue a written notice to Financing Warrant holders providing ten trading days to exercise Financing Warrants and twenty trading days to make payment of exercise monies, or the Financing Warrants may be cancelled.
§ The Financing was undertaken by the Company’s joint broker First Equity Limited. Power Metal has issued First Equity Limited with 6,428,571 warrants to subscribe for new Ordinary Shares on the same terms as the Financing Warrants.
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 64,285,714 Financing Shares to be admitted to trading on AIM which is expected to occur on or around 30 January 2023 (“Admission”). The Financing Shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.
Following Admission, the Company’s issued share capital will comprise 1,727,574,806 ordinary shares of 0.1p each. This number will represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
For further information please visit https://www.powermetalresources.com/ or contact:
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Power Metal Resources plc |
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Paul Johnson (Chief Executive Officer) |
+44 (0) 7766 465 617 |
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SP Angel Corporate Finance (Nomad and Joint Broker) |
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Ewan Leggat/Charlie Bouverat |
+44 (0) 20 3470 0470 |
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SI Capital Limited (Joint Broker) |
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Nick Emerson |
+44 (0) 1483 413 500 |
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First Equity Limited (Joint Broker) |
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David Cockbill/Jason Robertson |
+44 (0) 20 7330 1883 |
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Advanced Oncotherapy #AVO – Final Results statement plus CEO and Chairmans report
Advanced Oncotherapy (AIM: AVO), the developer of next generation proton therapy systems for cancer treatment, announces audited results for the year ended 31 December 2017, another year of significant technological development and installation of the Company’s first LIGHT system.
Key highlights:
· Successful integration of three of the four key LIGHT system structures significantly reducing technical risk
· Technological development on-track to be capable of treating superficial tumours by the end of Q3 this year
· Science and Technology Facilities Council agreement to establish a UK testing and assembly site
· Harley Street site building work on schedule, first patient treatment expected by the second half of 2020
· Commercial distribution agreement with Yantai CIPU for China and other parts of Asia
· Stronger financial position since 31st December 2017 having secured £33.3m of financing post period end
· Ongoing commercial discussions with sites in the USA, Europe, Asia and Middle East
Nicolas Serandour, CEO of Advanced Oncotherapy, said: “The technological development of our LIGHT system remains on-track and we continue to proceed with a significantly reduced overall technology risk profile. Similarly work at Harley Street remains on schedule and with additional funding through our licence agreement with Yantai CIPU and the equity fundraise in which they and other investors participated we enter into the second half of 2018 from a stronger position.
“In 2018 we expect to fire a proton beam through the first CCL module and ultimately produce a beam capable of treating superficial tumours by the end of Q3 2018. The Board remain confident that we can deliver to these timescales and that we will have the financial resources to do so. On behalf of the Board, we would like to thank all of our shareholders for their continued support and belief, and we look forward to further success ahead.”
Posting of Annual Report & Notice of AGM
The annual report for the year ended 31 December 2017 will shortly be available from the Company’s website at www.advancedoncotherapy.com and will be posted to shareholders shortly together with a notice of Annual General Meeting to be held at 2.30pm on Wednesday, 25 July 2017 at The Royal Society of Medicine, 1 Wimpole Street, London W1G 0AE.
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Advanced Oncotherapy Plc |
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Dr. Michael Sinclair, Executive Chairman |
Tel: +44 20 3617 8728 |
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Nicolas Serandour, CEO |
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Stockdale Securities (Nomad & Joint Broker) |
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Antonio Bossi / Ed Thomas |
Tel: +44 20 7601 6100 |
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Stifel Nicolaus Europe (Joint Broker) |
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Jonathan Senior / Ben Maddison |
Tel: +44 20 7710 7600 |
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Walbrook PR (Financial PR & IR) |
Tel: +44 20 7933 8780 or avo@walbrookpr.com |
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Paul McManus / Anna Dunphy |
Mob: +44 7980 541 893 / Mob: +44 7876 741 001 |
About Advanced Oncotherapy Plc www.avoplc.com
Advanced Oncotherapy is a provider of particle therapy with protons that harnesses the best in modern technology. Advanced Oncotherapy’s team “ADAM”, based in Geneva, focuses on the development of a proprietary proton accelerator called Linac Image Guided Hadron Technology (LIGHT). LIGHT’s compact configuration delivers proton beams in a way that facilitates greater precision and electronic control.
Advanced Oncotherapy will offer healthcare providers affordable systems that will enable them to treat cancer with an innovative technology as well as lower treatment-related side effects.
Advanced Oncotherapy continually monitors the market for any emerging improvements in delivering proton therapy and actively seeks working relationships with providers of these innovative technologies. Through these relationships, the Company will remain the prime provider of an innovative and cost-effective system for particle therapy with protons.
CHAIRMAN & CHIEF EXECUTIVE OFFICER’S REPORT
INTRODUCTION
We are delighted to report another year of significant progress in the technological development and installation of our first LIGHT system, the next generation proton therapy system for treating cancer.
In March 2017 we updated shareholders on our expected timelines for achieving certain technical milestones in the development of the LIGHT system. We are pleased to say that we have made considerable advances which not only ensure that we remain on track to deliver according to this timetable, but also that we have significantly reduced the overall technical risk of this project through the successful integration of three of the four key structures.
As a result we have ended the year in a much stronger position through both the achievement of these technological milestones and the announcement in December of a £33.3 million investment, including £16.8 million of equity investments, alongside our commercial distribution agreement with Yantai CIPU Medical Technology Co. Ltd (“Yantai CIPU”) through their affiliated company Liquid Harmony Ltd to market and sell our LIGHT systems across China and certain neighbouring geographies in Asia. The equity funding was completed in February 2018 and we received £16.5 million from Yantai CIPU in May 2018 in respect of the distribution agreement. Some of the funds have been used to repay loans received during 2017 which were used to help fund working capital and LIGHT development costs during 2017.
The Board are therefore confident that we will deliver a proton therapy system that will be capable of treating superficial tumours by the end of Q3 2018, a critical milestone which we believe will mark a significant inflection point for shareholder value.
OUR TECHNOLOGY AND KEY DIFFERENTIATORS
At the core of our business model, we will offer healthcare providers affordable systems that will enable them to treat cancer with an innovative proton therapy technology which offers better health outcomes for patients and lower treatment related side effects. Our LIGHT system (Linac Image Guided Hadron Technology) offers the following advantages:
- Superior proton beam: The LIGHT system uses an innovative linear accelerator rather than a cyclotron/ synchrotron. This means that particle collision with structures within the accelerator is reduced, thus creating less radioactive energy. The results are increased safety and lower shielding requirements, reducing overall installation time and cost;
- Precision: LIGHT’s proton beam can be moved very rapidly, allowing for more accurate temporal and spatial targeting of moving tumours. Furthermore, spot scanning allows a more conformal dose that can be altered to meet individual needs, and beam energy can be adjusted at source, requiring no absorbers or energy reduction devices. This is a unique feature of linear accelerators such as LIGHT and cannot be achieved with commercially available systems;
- Compact, modular and easy to install: While other systems come in one size, LIGHT can be customised due to its modularity. This offers clinics an opportunity to expand their offering to other rooms and / or to increase system strength step by step as clinical needs develop. The fact that new modules can be added to increase output energy at any point reduces the commitment by healthcare providers to high upfront costs for systems that may not be fully utilised;
- Affordability: Due to the modular nature of the system and mass-production manufacturing, LIGHT is well positioned to compete with other proton therapy systems currently available. LIGHT is associated with lower capital, operational, and decommissioning costs;
- City-centre focus: LIGHT’s unique properties allow for implementation in existing clinical sites and densely populated areas where space is scarce. This means making the technology more accessible to patients, ensuring that as many people as possible can benefit from it;
- An integrated system: Full work-flow integration from patient intake, over treatment planning, through to beam delivery, ensures a seamless patient treatment experience.
TECHNOLOGICAL DEVELOPMENT
2017 has seen considerable advancements in the technology development and manufacture of our first LIGHT system. During the year we successfully integrated and tested the first Side Coupled Drift Tube Linac (“SCDTL”) with the Radiofrequency Quadrupole (“RFQ”) and proton source, three of the four key components of the LIGHT system. These achievements have allowed us to significantly de-risk our technological development process. In addition lower power testing of the individual accelerating SCDTL units have met expectations whilst the design of the remaining Coupled Cavity Linacs (“CCLs”) high-speed accelerating structures is well proven and documented.
One of our key milestones for 2017 was the further development of the Patient Positioning System (“PPS”) which is designed to prepare and position patients for the high accuracy and dose sparing proton treatments produced by the LIGHT system. As already confirmed in our latest technological update the Diagnostic Quality CT scanner has been manufactured, and integration testing completed. A real time X-ray verification system has been developed, the robotic treatment chair has been successfully tested, and the scanning magnet subsystem produced. Most importantly, the connectivity between the PPS and the accelerating units has been established and successfully evaluated with system function emulation tools.
During the year we also announced that the LIGHT system’s unique ionisation chamber was received from our partner Pyramid Technical Consultants and is part of our overall safety system, monitoring beam position, spot size and dosage. More recently, at the end of May, we announced successful Time-of-Flight testing showing good results for beam control and adjustment, a key aspect of our ability to offer a system with improved precision and easy adjustment at source to offer accurate and versatile treatments.
In early May we also announced an agreement with the UK Government’s Science and Technology Facilities Council (“STFC”) to establish a UK testing and assembly site for our first operational LIGHT system, within the STFC Daresbury Laboratory in Cheshire, home to the UK’s Accelerator Science and Technology Centre. Building work is now underway to prepare the site to receive the LIGHT system components. We will retain our testing facility at CERN, Geneva where we continue to advance our LIGHT system technological development.
Our main focus now remains on the further development of the LIGHT system and to fire the proton beam through the SCDTLs and the CCL producing a beam capable of treating superficial tumours by the end of Q3 this year.
During 2017, we spent £8.4 million (2016: £8.9 million) to achieve these milestones and other LIGHT development work and this is included in Intangible Assets.
HARLEY STREET
We are very pleased with the progress at our 141/143 Harley Street site. The sub-structural work continues to progress well and we remain on-track to create central London’s first proton therapy centre. We remain confident that the site will be completed in H1 2019 with first patient treatment expected by the second half of 2020.
The freeholder of the site, the Howard de Walden Estate, continues to bear the costs of construction.
A time-lapse video of the construction work on site is available on our website (www.advancedoncotherapy.com) and we are updating this video as work progresses.
FUTURE PLANS FOR COMMERCIALISATION
As we’ve said before the technical development of our first LIGHT system is the key focus of the Group, however we know that we must also be mindful of the commercial opportunities available once this is completed. We must prepare ourselves to respond to the huge worldwide medical need for access to an affordable proton therapy technology that can be easily installed and safely operated in areas of high patient population density.
Due to the nature of our game-changing technology and its key differentiators (as outlined above) we continue to receive substantial interest in the LIGHT system. In the UK we are continuing discussions for a second site in Birmingham, and we remain in ongoing discussions regarding a number of sites in the USA and others across in Europe, Asia and the Middle East.
We have long recognised that China represents a significant opportunity for our technology given the potential need for a significant number of proton therapy centres. Yantai CIPU have already identified 11 potential installation sites for the LIGHT system. We remain confident that there will be a high demand for our LIGHT system given that precision medicine has been listed as one of the strategic industries to receive support in the People’s Republic of China’s 13th Five-Year Plan for economic and social development (2016-20).
In addition, we expect to work with Yantai CIPU to explore opportunities to manufacture parts of the LIGHT system in selected geographic areas and the Board believes the Group will benefit greatly from the knowledge and contacts of the Han family, who ultimately owns Yantai CIPU.
From our current commercial engagements and in discussion with key partners, such as Yantai CIPU, we have observed that the commercial focus of potential customers is on a technology partner that is able to provide an entire solution and not just a standalone medical equipment device isolated from other considerations such as building or financing. Customers are looking for a seamless integration of accelerator and treatment equipment; they are keen to speak to one team who will mobilise the relevant resources from a marketing, service, maintenance, technical and medical expertise; and the solution needs to consider their financial constraints. We are looking to establish additional partnerships like that with Yantai CIPU which allows us to respond to these customer needs. We are also assessing various opportunities for providing vendor financing to our prospective customers to ensure that we not only compete in terms of technology and costs, but also on our ability to provide a whole fully integrated solution.
FINANCING
In July 2017, we announced that a consortium led by one of our longstanding investors, AB Segulah, provided additional financing to the Group through a £3.9 million loan facility. At the same time we agreed with Bracknor to waive the requirement for the Group to drawdown the minimum of 10 convertible loan note tranches and declared that the Group would not intend to use the Bracknor facility in the future. Shares were issued in February 2018 to settle the loans. It was announced in May 2018 that all outstanding loan notes previously drawn down by the Company, as well as the conversion and commitment fees, were satisfied by the issue of new shares simultaneously placed to a Singaporean family office.
The support shown by our Swedish investors during the year allowed us to approach long-term financing options from a stronger position, and so in December we also announced that Yantai CIPU, in addition to providing local knowledge and contacts, would make a significant equity investment in the Group.
Alongside Yantai CIPU’s subscription other investors agreed to subscribe for shares and we raised a total of £16.8 million before expenses. As part of this process we reached an agreement with the consortium to accept repayment of their loan in return for the issue of conversion shares.
Our Board wanted to ensure that dilution of existing shareholders was limited and with this in mind the agreement with Yantai CIPU was structured in such a way that we will benefit from the additional non-dilutive source of funding through the £16.5 million licence fee.
We are also greatly encouraged to see the extent of support from our Board as part of the Subscription and Placing and the degree to which they continued to purchase shares in the Group throughout last year and also the support of a new long-term shareholder M3T PTE Ltd with whom the remaining shares due to Bracknor were placed at the end of last month.
The conclusion of these investments has provided the funding foundations necessary for us to focus on making our proton therapy technology available to patients around the world and to progress towards the production and installation of our first LIGHT system in Harley Street, London.
FINANCIALS
The Group recorded a comprehensive loss of £14.7 million in the year ended 31 December 2017 (2016: £8.7 million), with shareholder funds as at 31 December of £28.7 million (2016: £34.0 million).
Cash and cash equivalents at the year-end were £56,479 (2016: £1,448,524), although these year-end figures do not take into account the post period financing agreements referred to above which have improved the liquidity of the Company.
In February 2018, the Group raised additional equity of £20.9 million through subscriptions, placings and the conversion of debt. As detailed in a circular dated 22 December 2017, included in this was a subscription for £13.5 million by Yantai CIPU.
In addition to this, the Group entered into an exclusive distribution agreement with Yantai CIPU to market and sell Advanced Oncotherapy’s LIGHT system across China, Macau, Taiwan, Hong-Kong and South Korea. Under the agreement, Yantai CIPU made a payment of £16.5 million to the Group, of which the final £10 million have been received in May 2018, completing the total £30 million investment from Yantai Cipu.
Finally, the Group announced in May 2018 that it repaid all the loan made to the Company by Henslow Trading Limited. As a result, all the assets of the Group are now free of any security arrangement.
SCIENTIFIC AND OPERATIONAL EXPERTISE
We have worked hard this year to ensure that we had the best scientific and operational expertise at a Board level to aid us in our dual focus of completing the technological development of the LIGHT system and developing channels for future commercial roll-out of our technology.
During the year we appointed three Non-Executive Directors who bring considerable experience and expertise to our Board: Professor Steve Myers’ who is also Executive Chairman of our fully owned subsidiary, ADAM S.A., held previous roles as Director of Accelerators and Technology at CERN; Hans von Celsing, who has considerable experience in the business development of both radiation and proton therapy companies; and Dr. Nick Plowman a key opinion leader in radiation oncology technology and clinical oncologist at St Bartholomew’s Hospital and Great Ormond Street Hospital.
In addition, the senior management team was reinforced by Ed Lee, who joined as Chief Operating Officer. Ed joined from Optivus Proton Therapy at Loma Linda University, site of the world’s first and longest running commercial proton therapy centre. Dr. Jonathan Farr also joined us from the St Jude Children’s Research Hospital, a world-renowned institution in paediatric oncology, as Director of Medical Physics.
OUTLOOK
We know that there are millions of patients worldwide who could potentially benefit from, and deserve to have, access to the very best affordable, precision adaptive proton therapy technology. We believe strongly that it is unacceptable that they should have to settle for less than that.
We believe we are ideally placed to address this need given the LIGHT system’s modularity and linear design which lends itself naturally to mass production, shorter manufacturing lead times, easier installation/commissioning and a technology that not just offers significant cost advantages, but clinical advantages too.
The technological development of our LIGHT system remains on-track and we continue to proceed with a significantly reduced overall technology risk profile. Similarly work at Harley Street remains on schedule and with additional funding through our licence agreement with Yantai CIPU and the equity fundraise in which they and other investors participated we enter into the new financial year from a strong position.
In 2018 we expect to produce a beam capable of treating superficial tumours by the end of Q3 2018. The Board remain confident that we can deliver to these timescales. On behalf of the Board, we would like to thank all of our shareholders for their continued support and belief, and we look forward to further success ahead.
|
Dr Michael Sinclair |
Nicolas Serandour |
|
Executive Chairman |
Chief Executive Officer |
|
Consolidated statement of profit or loss and other comprehensive income |
Group |
Group |
|
For the year ended 31 December 2017 – Financials in £ |
2017 |
2016 |
|
Revenue |
– |
– |
|
Cost of sales |
– |
– |
|
Gross profit |
– |
– |
|
Administrative expenses |
(14,492,595) |
(13,087,307) |
|
Operating loss |
(14,492,595) |
(13,087,307) |
|
Finance income |
– |
9,045 |
|
Finance costs |
(1,994,891) |
(106,338) |
|
Loss on ordinary activities before taxation |
(16,487,486) |
(13,184,600) |
|
Taxation |
2,827,115 |
2,818,050 |
|
Loss after taxation from continuing operations |
(13,660,371) |
(10,366,550) |
|
Profit/(Loss) for the year from discontinued operations |
– |
22,100 |
|
Loss after discontinued operations |
(13,660,371) |
(10,344,450) |
|
Loss for the period |
||
|
Equity of shareholders of the parent company |
(13,660,371) |
(10,346,660) |
|
Non-controlling interests |
– |
2,210 |
|
(13,660,371) |
(10,344,450) |
|
|
Other comprehensive income |
||
|
Items that will not be subsequently reclassified to profit or loss: |
||
|
Exchange differences on translation of foreign operations |
(1,065,130) |
1,608,705 |
|
Total comprehensive loss for the year net of tax |
(14,725,501) |
(8,735,745) |
|
Total comprehensive loss attributable to: |
||
|
Equity of shareholders of the parent company |
(14,725,501) |
(8,737,955) |
|
Non-controlling interests |
– |
2,210 |
|
(14,725,501) |
(8,735,745) |
|
|
Loss per ordinary share |
||
|
Basic and diluted |
||
|
Continuing operations |
(17.55)p |
(17.05)p |
|
Discontinued operations |
0.00p |
0.04p |
|
(17.55)p |
(17.01)p |
|
|
Weighted average number of shares (000’s) |
77,832 |
60,799 |
|
Consolidated statement of financial position |
Group |
Group |
|
|
As at 31 December 2017- Financials in £ |
2017 |
2016 |
|
|
Non-current assets |
|||
|
Intangible assets |
30,569,979 |
23,355,065 |
|
|
Property, plant and equipment |
1,180,937 |
1,464,264 |
|
|
Investment property |
310,000 |
310,000 |
|
|
Trade and other receivables |
838,887 |
– |
|
|
32,899,803 |
25,129,329 |
||
|
Current Assets |
|||
|
Trade and other receivables |
1,964,792 |
506,963 |
|
|
Corporation tax R&D refund |
2,850,000 |
3,148,006 |
|
|
Cash and cash equivalents |
56,479 |
1,448,524 |
|
|
Inventories |
7,629,292 |
7,437,508 |
|
|
12,500,563 |
12,541,001 |
||
|
Total assets |
45,400,366 |
37,670,330 |
|
|
Current liabilities |
|||
|
Trade and other payables |
(7,491,290) |
(3,134,314) |
|
|
Borrowings |
(9,247,218) |
(543,250) |
|
|
(16,738,508) |
(3,677,564) |
||
|
Non-current liabilities |
|||
|
Borrowings |
– |
– |
|
|
Deferred tax |
– |
– |
|
|
– |
– |
||
|
Total liabilities |
(16,738,508) |
(3,677,564) |
|
|
Net assets |
28,661,858 |
33,992,766 |
|
|
Equity |
|||
|
Share capital |
20,233,799 |
18,116,946 |
|
|
Share premium reserve |
43,259,389 |
43,117,741 |
|
|
Share option reserve |
5,743,609 |
4,258,148 |
|
|
Reverse acquisition reserve |
11,038,204 |
11,038,204 |
|
|
Loan note conversion reserve |
5,650,631 |
– |
|
|
Exchange movements reserve |
460,410 |
1,525,539 |
|
|
Accumulated losses |
(57,724,185) |
(44,063,813) |
|
|
Equity attributable to shareholders of the Parent Company |
28,661,858 |
33,992,766 |
|
|
Non-controlling interests |
– |
– |
|
|
Total equity funds |
28,661,858 |
33,992,766 |
|
Compact, modular and easy to install: While other systems come in one size, LIGHT can be customised due to its modularity. This offers clinics an opportunity to expand their offering to other rooms and / or to increase system strength step by step as clinical needs develop. The fact that new modules can be added to increase output energy at any point reduces the commitment by healthcare providers to high upfront costs for systems that may not be fully utilised;
|
Consolidated statement of changes in equity |
||||||||||
|
For the year ended 31 December 2017- Financials in £ |
||||||||||
|
Share capital |
Share premium reserve |
Share option reserve |
Reverse acquisition reserve |
Loan note conversion reserve |
Exchange movement reserve |
Accumulated losses |
Equity share holders interest |
Non-Controlling interest |
Total |
|
|
Balance at 01 January 2016 |
14,183,284 |
32,815,156 |
3,045,779 |
11,038,204 |
– |
(83,166) |
(33,719,363) |
27,279,894 |
– |
27,279,894 |
|
Loss for the year |
– |
– |
– |
– |
– |
– |
(10,346,660) |
(10,346,660) |
2,210 |
(10,344,450) |
|
other comprehensive income exchange movement |
– |
– |
– |
– |
– |
1,608,705 |
– |
1,608,705 |
– |
1,608,705 |
|
Total comprehensive Income |
– |
– |
– |
– |
– |
1,608,705 |
(10,346,660) |
(8,737,955) |
2,210 |
(8,735,745) |
|
Arising on issues |
||||||||||
|
of ordinary shares |
3,762,040 |
9,776,707 |
– |
– |
– |
– |
– |
13,538,747 |
– |
13,538,747 |
|
Share based payment |
||||||||||
|
– cost of raising equity |
50,000 |
150,000 |
72,861 |
– |
– |
– |
– |
272,861 |
– |
272,861 |
|
– employee services |
121,622 |
375,878 |
955,443 |
– |
– |
– |
– |
1,452,943 |
– |
1,452,943 |
|
– acquisition of ADAM sa |
– |
– |
161,742 |
– |
– |
– |
– |
161,742 |
– |
161,742 |
|
– other services |
– |
– |
22,324 |
– |
– |
– |
– |
22,324 |
– |
22,324 |
|
Group provision for minority interest |
– |
– |
– |
– |
– |
– |
2,210 |
2,210 |
(2,210) |
– |
|
Balance at 31 December 2016 |
18,116,946 |
43,117,741 |
4,258,148 |
11,038,204 |
– |
1,525,539 |
(44,063,813) |
33,992,766 |
– |
33,992,766 |
|
Balance at 01 January 2017 |
18,116,946 |
43,117,741 |
4,258,148 |
11,038,204 |
– |
1,525,539 |
(44,063,813) |
33,992,766 |
– |
33,992,766 |
|
Loss for the year |
– |
– |
– |
– |
– |
– |
(13,660,372) |
(13,660,372) |
– |
(13,660,372) |
|
other comprehensive income exchange movement |
– |
– |
– |
– |
– |
(1,065,130) |
– |
(1,065,130) |
– |
(1,065,130) |
|
Total comprehensive Income |
– |
– |
– |
– |
– |
(1,065,130) |
(13,660,372) |
(14,725,501) |
– |
(14,725,501) |
|
Arising on issues |
||||||||||
|
of ordinary shares |
208,334 |
41,666 |
– |
– |
– |
– |
– |
250,000 |
– |
250,000 |
|
Share based payments |
||||||||||
|
– employee services |
55,587 |
2,913 |
690,810 |
– |
– |
– |
– |
749,310 |
– |
749,310 |
|
– acquisition of ADAM S.A. |
– |
– |
161,742 |
– |
– |
– |
– |
161,742 |
– |
161,742 |
|
– cost of raising equity |
– |
– |
16,877 |
– |
– |
– |
– |
16,877 |
– |
16,877 |
|
– cost of raising finance |
– |
– |
544,163 |
– |
– |
– |
– |
544,163 |
– |
544,163 |
|
Conversion of loan notes |
1,852,932 |
97,068 |
– |
– |
– |
– |
– |
1,950,000 |
– |
1,950,000 |
|
– other services |
– |
– |
71,869 |
– |
– |
– |
– |
71,869 |
– |
71,869 |
|
Convertible loans raised |
– |
– |
– |
– |
5,650,631 |
– |
– |
5,650,631 |
– |
5,650,631 |
|
Balance at 31 December 2017 |
20,233,799 |
43,259,389 |
5,743,609 |
11,038,204 |
5,650,631 |
460,410 |
(57,724,185) |
28,661,858 |
– |
28,661,858 |
|
Consolidated statement of cash flows |
||||||||||||||||||||||
|
For the year ended 31 December 2017 – Financials in £ |
||||||||||||||||||||||
|
2017 |
2016 |
|||||||||||||||||||||
|
Continued |
Discontinued |
Group |
Continued |
Discontinued |
Group |
|||||||||||||||||
|
Cash flow from operating activities |
||||||||||||||||||||||
|
Loss after taxation |
(13,660,371) |
– |
(13,660,371) |
(10,366,550) |
22,100 |
(10,344,450) |
||||||||||||||||
|
Adjustments: |
||||||||||||||||||||||
|
Taxation |
(2,827,115) |
– |
(2,827,115) |
(2,818,050) |
– |
(2,818,050) |
||||||||||||||||
|
Finance costs |
1,994,891 |
– |
1,994,891 |
106,338 |
– |
106,338 |
||||||||||||||||
|
Finance income |
– |
– |
– |
(9,045) |
– |
(9,045) |
||||||||||||||||
|
Depreciation |
365,470 |
– |
365,470 |
345,371 |
– |
345,371 |
||||||||||||||||
|
Share based payments |
1,543,961 |
– |
1,543,961 |
1,909,871 |
– |
1,909,871 |
||||||||||||||||
|
Cash flows from operations before changes in working capital |
(12,583,163) |
– |
(12,583,163) |
(10,832,065) |
22,100 |
(10,809,965) |
||||||||||||||||
|
Changes in inventories |
(191,784) |
– |
(191,784) |
(3,019,219) |
– |
(3,019,219) |
||||||||||||||||
|
Property deposits made |
(838,887) |
– |
(838,887) |
– |
– |
– |
||||||||||||||||
|
Change in trade and other receivables |
(2,139,752) |
– |
(2,139,752) |
14,770 |
– |
14,770 |
||||||||||||||||
|
Change in trade and other payables |
4,341,687 |
(8,530) |
4,333,157 |
662,213 |
14,912 |
677,125 |
||||||||||||||||
|
Cash (used) / generated from operations |
(11,411,899) |
(8,530) |
(11,420,429) |
(13,174,302) |
37,012 |
(13,137,290) |
||||||||||||||||
|
Interest paid |
(568,667) |
– |
(568,667) |
(246,550) |
– |
(246,550) |
||||||||||||||||
|
Convertible loan costs paid |
(721,327) |
– |
(721,327) |
– |
– |
– |
||||||||||||||||
|
Corporation Tax Receipt |
3,125,121 |
– |
3,125,121 |
2,454,268 |
– |
2,454,268 |
||||||||||||||||
|
Cash flows from operating activities |
(9,576,772) |
(8,530) |
(9,585,302) |
(10,966,583) |
37,012 |
(10,929,571) |
||||||||||||||||
|
Capital expenditure on intangible assets |
(8,437,115) |
– |
(8,437,115) |
(8,908,411) |
– |
(8,908,411) |
||||||||||||||||
|
Purchase of buildings plant and equipment |
(123,597) |
– |
(123,597) |
(770,339) |
– |
(770,339) |
||||||||||||||||
|
Interest received |
– |
– |
– |
16,713 |
– |
16,713 |
||||||||||||||||
|
Cash flows from investment activities |
(8,560,712) |
– |
(8,560,712) |
(9,662,037) |
– |
(9,662,037) |
||||||||||||||||
|
Cash flows from financing activities: |
||||||||||||||||||||||
|
Equity share capital raised |
250,000 |
– |
250,000 |
13,538,747 |
– |
13,538,747 |
||||||||||||||||
|
Convertible loans |
7,800,000 |
– |
7,800,000 |
– |
– |
– |
||||||||||||||||
|
Other short term loans |
8,703,968 |
– |
8,703,968 |
(456,750) |
– |
(456,750) |
||||||||||||||||
|
Intra Group Cash Transfers |
(9,163) |
9,163 |
– |
19,991 |
(19,991) |
– |
||||||||||||||||
|
Cash flows from financing activities |
16,744,805 |
9,163 |
16,753,968 |
13,101,988 |
(19,991) |
13,081,997 |
||||||||||||||||
|
Increase/(decrease) in cash and cash equivalents |
(1,392,679) |
633 |
(1,392,045) |
(7,526,633) |
17,021 |
(7,509,612) |
||||||||||||||||
|
Cash and cash equivalents at 01 January 2017 |
1,431,502 |
17,021 |
1,448,524 |
8,958,135 |
– |
8,958,135 |
||||||||||||||||
|
Cash and cash equivalents at 31 December 2017 |
38,824 |
17,654 |
56,479 |
1,431,502 |
17,021 |
1,448,524 |
||||||||||||||||
The annual report for the year ended 31 December 2017 will be available from the Company’s website at www.advancedoncotherapy.com and will shortly be posted to shareholders together with a notice of Annual General Meeting to be held at 2:30pm on Wednesday, 25 July 2017 at the Royal Society of Medicine, 1 Wimpole Street, London W1G 0AE.
Advanced Oncotherapy #AVO – Update on Financing
Advanced Oncotherapy (AIM: AVO), the developer of next-generation proton therapy systems for cancer treatment, announces that the Company has received £10 million from Yantai Cipu, through its affiliated entity Liquid Harmony, in relation to the balance of payments due under the Distribution Agreement announced on 7 December 2017. This completes the £30 million investment from Yantai Cipu.
In addition, the Company announces that further to previous announcements regarding the Bracknor funding facility, all outstanding Convertible Loan Notes (“CLN”) owned by Bracknor are being converted into new ordinary shares of 25p issued (“Ordinary Shares”) at a price of 46p. As part of this transaction, 5,127,560 Ordinary Shares are being issued as a result of the conversion and the satisfaction of the payment of conversion fee and commitment fees (the “Conversion”). The new Ordinary Shares will be immediately transferred to a third party investor called M3T PTE Ltd. M3T PTE Ltd is a Special Purpose Vehicle created by a Singaporean Family Office to hold these Ordinary Shares. As a result, Bracknor no longer holds CLN relating to the Company.
Application will be made for admission to trading on AIM (“Admission”) of the 5,127,560 new Ordinary Shares deriving from the Conversion and it is expected that Admission will occur on or around 5 June 2018.
Total voting rights
Following Admission, the Company’s enlarged issued share capital will comprise 155,629,233 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 155,629,233. This figure may be used by shareholders in 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 in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Commenting, Nicolas Serandour, CEO of Advanced Oncotherapy, said: “Today’s announcement is a further important step forward in strengthening our balance sheet position. With the completion of our financing arrangement with Yantai Cipu and the placing of the remaining shares due to Bracknor in the hand of a long-term shareholder, we are progressing steadily with our plans of setting our business onto a sustainable path for profitable growth. I want to thank Bracknor for their support since last summer and welcome M3T PTE Ltd as a new shareholder of the Company.“
For further information, please contact:
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Advanced Oncotherapy Plc |
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Dr. Michael Sinclair, Executive Chairman |
Tel: +44 20 3617 8728 |
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Nicolas Serandour, CEO |
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Stockdale Securities (Nomad & Joint Broker) |
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Antonio Bossi / Ed Thomas |
Tel: +44 20 7601 6100 |
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Stifel Nicolaus Europe (Joint Broker) |
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Jonathan Senior |
Tel: +44 20 7710 7600 |
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Walbrook PR (Financial PR & IR) |
Tel: +44 20 7933 8780 or avo@walbrookpr.com |
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Paul McManus / Anna Dunphy |
Mob: +44 7980 541 893 / Mob: +44 7876 741 001 |
About Advanced Oncotherapy Plc www.avoplc.com
Advanced Oncotherapy is a provider of particle therapy with protons that harnesses the best in modern technology. Advanced Oncotherapy’s team “ADAM”, based in Geneva, focuses on the development of a proprietary proton accelerator called Linac Image Guided Hadron Technology (LIGHT). LIGHT’s compact configuration delivers proton beams in a way that facilitates greater precision and electronic control.
Advanced Oncotherapy will offer healthcare providers affordable systems that will enable them to treat cancer with an innovative technology as well as lower treatment-related side effects.
Advanced Oncotherapy continually monitors the market for any emerging improvements in delivering proton therapy and actively seeks working relationships with providers of these innovative technologies. Through these relationships, the Company will remain the prime provider of an innovative and cost-effective system for particle therapy with protons.