THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014 AS IT FORMS PART OF UK

DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A

REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.THIS

ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF EUROPA METALS LTD IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.IN PARTICULAR, YOU

SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

26 October 2021

Europa Metals Ltd

("Europa Metals", the "Company" or the "Group") (AIM, AltX: EUZ)

Proposed Fundraising to raise up to £1.5 million

and Appointment of Joint Broker

Europa Metals, the European focused lead, zinc and silver developer, announces its intention to raise gross proceeds of up to, in aggregate, £1.5 million by means of a placing of new Ordinary Shares to certain institutional and other investors (the "Placing") and a subscription of new Ordinary Shares (the "Subscription") to certain other investors (together, the "Fundraising"), in each case at a price of 5 pence per share (ZAR1.01) (the "Fundraising Price").

The Company is also pleased to announce the appointment of WH Ireland as Joint Broker with immediate effect.

The Fundraising Price represents a discount of approximately 42.7 per cent. to the Closing Price on AIM of 8.72 pence per Ordinary Share on 25 October 2021, being the latest practicable business day prior to the publication of this Announcement.

The Fundraising is being conducted in two tranches with the initial tranche of new Ordinary Shares being issued under the Company's pre-existing share capital authorities and the second tranche subject to the requisite shareholder approval at the Company's forthcoming

2021 Annual General Meeting. The two tranches (subject to passing of the requisite Resolutions in respect of the second tranche) are being issued to subscribers to the Fundraising on a pro ratabasis. The Fundraising Shares will be issued fully paid and will rank pari passuin all respects with the Company's existing Ordinary Shares.

The Placing element is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix III to this Announcement.

A further announcement confirming the closing of the Bookbuild and the number of new Ordinary Shares to be issued pursuant to the Placing is expected to be made in due course.

Fundraising Highlights

  • Two tranche fundraising by way of the Placing and a Subscription to raise, in aggregate, up to approximately £1.5 million (before expenses) through the issue of, in aggregate, up to 30,000,000 new Ordinary Shares at the Fundraising Price.
  • Placing element to be conducted via an accelerated bookbuild process launching today.
  • The Fundraising Shares, assuming fulltake-up of the Placing and receipt of shareholder approval for the Second Fundraising Shares, will represent approximately 38 per cent. of the Enlarged Issued Share Capital.
  • The net proceeds of the Fundraising will be utilised by the Company to pursue its refocused strategy of seeking potential additional projects/transaction opportunities that could add shareholder value, to further progress andde-risk the Company's wholly owned
    Toral Pb, Zn & Ag Project and for the Group's general working capital purposes.

The Fundraising

The Fundraising comprises a proposed placing and subscription of new Ordinary Shares to be effected in two tranches. The Company intends to issue, in aggregate, up to 24,565,324 new Ordinary Shares (the "First Fundraising Shares"), to raise gross proceeds of approximately £1.23 million, to participants in the Placing and Subscription under the Company's pre-existing share capital authorities to allot equity securities granted at the Company's annual general meeting held on 30 November 2020. The First Fundraising Shares are expected to be admitted to trading on AIM on or around 1 November 2021. The Company intends to issue up to a further 5,434,676 new Ordinary Shares (the "Second Fundraising Shares"), to raise gross proceeds of approximately a further £270,000. The Second Fundraising Shares are expected to be admitted to trading on AIM on or around 1 December 2021, being the first trading day following the forthcoming Annual General Meeting.

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

Admission of the First Fundraising Shares is conditional, inter alia, upon the placing agreement dated 25 October 2021 between the Company and the Bookrunner (the "Placing Agreement") not having been terminated and becoming unconditional in respect of such shares. The First Fundraising does not require Shareholder approval as the First Fundraising Shares will be issued pursuant to the Company's pre-existing share capital authorities granted at its 2020 annual general meeting. Admission of the Second Fundraising Shares is, however, also conditional, inter alia, upon the approval of Shareholders at the Company's 2021 Annual

General Meeting proposed to be held on or around 30 November 2021, notice of which will be notified to shareholders shortly.

In connection with the Placing, the Company has entered into the Placing Agreement with WH Ireland which contains certain customary warranties given by the Company with respect to the Company's business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.

The Placing is conditional, amongst other things, on:

  • admission of the First Fundraising Shares becoming effective by no later than 8.00 a.m. on 1 November 2021 and admission of the Second Fundraising shares becoming effective by no later than 8.00 a.m. on 1 December 2021 (or such later time(s) and / or date(s) as the Company and the Bookrunner shall agree, not being later than 29 January 2022);
  • the delivery by the Company to the Bookrunner of certain documents required under the Placing Agreement;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to admission of the First Fundraising Shares or the Second Fundraising Shares as applicable; and
  • the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Fundraising Price are to be determined at the discretion of the Company and the Bookrunner.

Admission to trading

Application will be made to the London Stock Exchange for admission of the First Fundraising Shares to trading on AIM and to the Johannesburg Stock Exchange for quotation on AltX. It is expected that admission will become effective and dealings in the First Fundraising Shares commence at 8.00 a.m. on or around 1 November 2021.

Following admission of the First Fundraising Shares, the total issued ordinary share capital of the Company will comprise 73,695,973 Ordinary Shares with voting rights. 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 to their interest in, the Company's share capital.

A further announcement will be made following the closure of the Bookbuild, confirming final details of the Placing.

The expected timetable of principal events is set out in Appendix I to this Announcement.

The Placing is not being underwritten and the Fundraising is not conditional on a minimum amount being raised.

The Company will also make a further announcement in due course with respect to the publication of the formal notice of its 2021 Annual General Meeting with respect to seeking shareholder approval for, inter alia, the proposed issue of the Second Fundraising Shares and replenishment of the Company's share capital authorities.

For further information on the Company, please visit www.europametals.comor contact:

Europa Metals Ltd

Dan Smith, Non-Executive Director and Company Secretary (Australia) T: +61 417 978 955

Laurence Read, CEO (UK)

T: +44 (0)20 3289 9923

Linkedin: Europa Metals ltd

Twitter: @ltdeuropa

Vox: Europametals

WH Ireland Limited(Joint Broker and Bookrunner)

Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather

T: +44 (0)20 7 220 1666

Strand Hanson Limited (Nominated Adviser)

Rory Murphy/Matthew Chandler

T: +44 (0)20 7409 3494

Turner Pope Investments (TPI) Limited (Joint Broker)

Andy Thacker/James Pope

T: +44 (0)20 3657 0050

Sasfin Capital Proprietary Limited (a member of the Sasfin group)

Sharon Owens

T (direct): +27 11 809 7762

Capitalised terms used but not defined in this Announcement have the meanings given to such terms in Appendix II to this Announcement unless the context requires otherwise.

Additional Information

Reasons for the Fundraising and Use of Proceeds

The Company is undertaking the Fundraising in order to progress its refocused corporate and operational strategy and the net proceeds will therefore be applied towards:

  • Pursuing and assessing appropriate additional projects and potential transaction opportunities: to support the Group's corporate and strategic development as the Board seeks to create shareholder value, via:
  1. Seeking a partialsale/earn-in/JV or another similar third party agreement for the Toral Project;
  1. Potential acquisitions with near term production/revenue or value realisation point; or
  1. Potential low cost project acquisitions prospective in high demand commodities such as copper, lithium, gold, iron or nickel in regions including Europe, Australia, North America and select parts of Asia, Africa and South America
  • To further progress andde-riskthe Toral Project: initially pursuing further geotechnical drilling to assess key areas for future plant location and potential tailings storage facilities and to compliment metallurgical and waste analysis work (impacting future early years production profile) and ongoing environmental impact assessment;
  • Optional deployment: to be used at the Board's discretion on the assessment of potential acquisitions for corporate development or further work including metallurgy and associated Toral Project studies; and
  • General working capital: it is anticipated that the net proceeds of the Fundraising will provide approximately 12 months of additional working capital for the Group excluding any expenditure in respect of potential transaction opportunities.

Further details of the Placing

Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, has conditionally agreed to use reasonable endeavours to procure subscribers at the Fundraising Price for the Placing Shares.

The Bookrunner intends to conditionally place the Placing Shares with certain institutional and other investors at the Fundraising Price.

The Placing is being conducted in two tranches. The Company intends to issue up to 24,565,324 First Fundraising Shares, to raise gross proceeds of approximately £1.23 million, pursuant to the Company's pre-existing share capital authorities to allot equity securities granted at the Company's annual general meeting held on 30 November 2020. The First Fundraising Shares are expected to be admitted to trading on AIM on or around 1 November 2021 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 29 January 2022). Subject, inter alia, to Shareholders passing the requisite resolutions at the Company's forthcoming 2021 Annual General Meeting, the Company also intends to issue up to a further 5,434,676 Second Fundraising Shares, to raise gross proceeds of approximately a further £270,000. The Second Fundraising Shares are expected to be admitted to trading on AIM on or around 1 December 2021 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 29 January 2022).

Admission of the First Fundraising Shares is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of such shares. Admission of the Second Fundraising Shares is also conditional, inter alia, upon the approval of Shareholders at the Company's forthcoming 2021 Annual General Meeting to be held on or around 30 November 2021.

The formal notice convening the Annual General Meeting (the "Notice") is expected to be sent to Shareholders on or around 1 November 2021.

The Second Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated, the passing of the Resolutions at the Annual General Meeting and Second Admission occurring on or around 1 December 2021 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 29 January 2022).

The Bookrunner (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to First Admission, or after First Admission but before Second Admission in respect of the Second Fundraising Shares, including (but not limited to): in the event that there is a breach, or an alleged breach, of any of the warranties set out in the Placing Agreement or there is a Material Adverse Change. The Bookrunner may also terminate the Placing Agreement if there has been a material adverse change in certain

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Europa Metals Limited published this content on 26 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 October 2021 10:35:12 UTC.