Alkemy Capital. Regulatory News (ALK)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

31 May 2023

Alkemy Capital Investments Plc

£1.35m Fundraise and Director Participation

Alkemy Capital Investments plc ("Alkemy") (ALK:LSE) (JV2:FRA) is pleased to announce that it has completed a £1.35 million fundraise (the "Fundraise"). As part of this Alkemy has conditionally placed 657,711 ordinary shares (the "Placing Shares") at a placing price of £1.40 each (the "Placing Price") to raise gross proceeds of c.£921,000 (the "Placing"), including a £10,000 participation by Alkemy director Helen Pein. Whilst legally restricted from participating directly in the Placing at this time, Paul Atherley and Sam Quinn have also agreed to contribute though the advance of unsecured, interest free loans of £430,000 in aggregate, with such amounts expected to be applied to subscribe for new shares at the Placing Price as soon as legally permissible as set out below.

The net proceeds of the Fundraise will be used to continue to advance the Company's projects and will provide sufficient working capital for the Company over the next twelve months. The Company continues to advance discussions and negotiations with counterparties for lithium feedstock. The major shareholders of the Company have also committed to provide any additional working capital that may be required by the Company to enable it to reach this significant milestone.

The Directors of Alkemy have together contributed to the Fundraise in the amount of £440,000, with Helen Pein participating in the amount of £10,000 in the Placing. Paul Atherley and Sam Quinn have also both contributed in the amounts of £330,000 and £100,000, respectively, however they are members of a concert party under the City Code on Takeovers and Mergers (the "Takeover Code") (which in aggregate currently holds 49.49% of the Company's issued share capital) and therefore their direct participation in the Placing would have triggered a mandatory offer for the Company under Rule 9 of the Takeover Code. As such, Mr Atherley has agreed that an amount of £330,000 currently owing to him by the Company shall be treated as an advance in the form of an unsecured, interest free loan and Mr Quinn has agreed to advance the Company £100,000 in the form of an unsecured, interest free loan. The Company has agreed with Mr Atherley and Mr Quinn that the amounts to be repaid to them under such loans should be applied for the subscription of 235,714 new ordinary shares in the case of Mr Atherley and 71,428 new ordinary shares in the case of Mr Quinn, in each case at the Placing Price, with these subscriptions expected to take place at the earliest possible time permissible, which is envisaged to be in or around August 2023. At such time it is intended that the Company would apply for admission of the 307,142 new ordinary shares to listing on the Official List and to trading on the Main Market. This would not apply if and to the extent that (i) the issue of such shares would trigger a mandatory offer for the Company under the Takeover Code, (ii) the Company would not have sufficient shareholder authorities to issue such shares, or (iii) the application for admission of such new shares would require the Company to publish a prospectus.

In order to satisfy its obligations under the Placing through the issue of new ordinary shares, the Company would need to seek further shareholder authorities and publish a prospectus. Any prospectus published by the Company would need to be approved by the FCA in the United Kingdom. The Board believes that seeking further shareholder authorities and preparing a prospectus would be disproportionately costly and time-consuming.

The Placing Shares are therefore to be loaned to the Company by Mr Atherley, Chairman of the Company, in order that the Company is able to undertake the Placing in a timely manner. The Company and Paul Atherley have entered into a customary stock lending agreement dated 31 May 2023 (the "Stock Lending Agreement") to document this arrangement. Under the Stock Lending Agreement, in repayment of the stock loan, the Company is required to deliver or procure the delivery of 657,711 ordinary shares to Paul Atherley by no later than 31 December 2023. Subject to the Company's shareholders passing relevant resolutions to authorise the Board to allot new ordinary shares and disapply pre-emption rights at the Company's next annual general meeting, which is expected to be held in or around July 2023, in repayment of the loan the Company intends to issue 657,711 new ordinary shares (the "Stock Loan Repayment Shares") to Paul Atherley in or around August 2023.

The Company shall apply for admission of the Stock Loan Repayment Shares to listing on the Official List and to trading on the Main Market when they are issued, however at such point an approved prospectus is not expected to be required. As the Stock Loan Repayment Shares will be issued to Paul Atherley in accordance with the Stock Lending Agreement, this will not trigger a mandatory offer for the Company under Rule 9 of the Takeover Code.

For the avoidance of doubt, the loan of the Placing Shares to the Company involves no cash consideration being paid to Paul Atherley in consideration for him entering into the Stock Lending Agreement and nor will any interest be payable under the Stock Lending Agreement.

Paul Atherley is a Director and is therefore is a related party of the Company. Owing to its size, the Stock Lending Agreement is considered to be a material related party transaction for the purposes of paragraph 7.3 of the FCA's Disclosure Guidance and Transparency Rules. The Board of Directors (excluding Paul Atherley) has approved the entry by the Company into the Stock Lending Agreement and considers that the terms and conditions of the Stock Lending Agreement are fair and reasonable, insofar as the shareholders of the Company are concerned.

Further information

For further information, please visit Alkemy's website: www.alkemycapital.co.uk or TVL's website www.teesvalleylithium.co.uk.

This announcement contains inside information within the meaning of Article 7(1) of (i) Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, as amended (the "EU Market Abuse Regulation") and (ii) the EU Market Abuse Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

-ends-

NOTES TO EDITORS

Alkemy is seeking to establish the world's leading independent and sustainable lithium hydroxide production by developing state-of-the-art lithium sulphate and lithium hydroxide facilities in Australia and the UK.

Alkemy, through its wholly-owned subsidiary Tees Valley Lithium, has secured a 9.6 ha brownfields site with full planning permission at the Wilton International Chemicals Park in Teesside, a major UK Freeport, to build the UK's first and Europe's largest lithium hydroxide processing facility.

Tees Valley Lithium has completed a Class 4 Feasibility Study for its proposed lithium hydroxide refinery which will process feedstock imported from various sources to produce 96,000 tonnes of premium, low-carbon lithium hydroxide annually, representing around 15% of Europe's projected demand.

Alkemy has also secured a 43 ha site near Port Hedland, Western Australia to build a world-class sustainable lithium sulphate refinery that will provide reliable feedstock for Tees Valley Lithium.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company or any of its affiliates, or any person acting on its behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the Placing Shares will be made in the United States or elsewhere.

This Announcement has not been approved by the FCA, the London Stock Exchange, BaFin or the Frankfurt Stock Exchange.

Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the "EEA"), qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA, the London Stock Exchange, BaFin or the Frankfurt Stock Exchange.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

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