Strategic Minerals Regulatory News (SML)

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

4 June 2020

Strategic Minerals plc

("Strategic Minerals", "SML" or the "Company")

£1,100,000 Equity Fundraising and Broker Option to raise up to £100,000

Strategic Minerals plc (AIM: SML; USOTC: SMCDY), a producing mineral company actively developing projects prospective for battery materials, announces that the Company has raised £1,100,000 before expenses by way of a placing and subscription of 244,444,444 new ordinary shares of 0.1p each in the Company ("Placing Shares") at a price of 0.45p per share ("Placing Price") (altogether the "Placing").

Highlights 

· £1.1m raised, primarily to settle the final payment on Redmoor purchase 

· Existing shareholders provided an opportunity to participate on the same basis as the placing

The proceeds of the Placing will be chiefly used for payment of the remaining balance of consideration of £990,000 due to New Age Exploration Limited for the sale of its interest in Cornwall Resources Limited ("CRL"), the holder of the Redmoor Tin/Tungsten Project. The Placing is conditional on admission of the Placing Shares to trading on AIM ("Admission").

Existing Shareholder Offer

The Company has today issued an option to subscribe for up to 22,222,223 new ordinary shares of 0.1p each in the Company to its broker, SP Angel Corporate Finance LLP ("SP Angel"), exercisable at the Placing Price of 0.45 pence per share ("Broker Option"). The Broker Option has been issued to facilitate the participation by existing shareholders of the Company, being shareholders of the Company who hold shares in the Company as at the close of business on 3 June 2020 ("Existing Shareholders"), to participate in an equity fundraising for the Company at the Placing Price of 0.45 pence per share by acquiring such the new ordinary shares as would be issued to SP Angel on the exercise by it of the Broker Warrant ("Shareholder Offer").

Accordingly, up to 22,222,223 new ordinary shares of 0.1p each in the Company will be available at a price of 0.45 pence per share ("Offer Price") for Existing Shareholders to acquire pursuant to the Shareholder Offer ("Offer Shares").

Participation in the Shareholder Offer is only available to Existing Shareholders and all orders from such Existing Shareholders will be accepted and processed by SP Angel at its sole discretion.

To participate in the Shareholder Offer, Existing Shareholders should communicate their interest to SP Angel via their independent financial adviser, stockbroker or other firm authorised by the Financial Conduct Authority, as SP Angel cannot take direct orders from individual private investors. Existing Shareholders who wish to register their interest in participating in the Shareholder Offer should instruct their stockbroker or independent financial adviser to e-mail SP Angel at Alexina.elms@spangel.co.uk. Each bid should state the number of Offer Shares that the Existing Shareholder wishes to acquire at the Placing Price.

SP Angel may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as SP Angel may determine.

The Broker Option may be exercised in full or in part by SP Angel between 4 June 2020 and 5.00 p.m. on Friday 5 June 2020. The exercise of the Broker Option shall be at the discretion of SP Angel (with the agreement of the Company) and SP Angel is under no obligation to exercise the Broker Option.

The Offer Shares are not being made available to the public and none of the Offer Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Shareholder Participation.

If the Broker Option is exercised in full, the Company would raise £100,000 (before expenses) by the issue of the Offer Shares. It is expected that the proceeds of the Broker Option if exercised and the resulting Offer Shares issued, will be received by the Company during the week of 15 June  2020.

Alan Broome, Chairman of Strategic Minerals, commented:

"The Company continues to limit equity raisings to only fund projects it believes will value add over time. Today's raise not only achieves this, through securing the balance of the Redmoor acquisition, but the Board considers that it will also remove a perceived market overhang associated with the need to fund this liability.

The Board is especially pleased that, after repeated requests from shareholders to be involved with equity raises, it has been able to identify an efficient, cost effective method of allowing shareholders access to an issue."

Application for Admission

Application will be made for the 244,444,444 Placing Shares to be admitted to trading on AIM and it is expected that Admission will take place and that trading will commence on AIM at 8:00 a.m. on or around 10 June 2020. Once issued, the New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares of 0.1 pence each.

Total Voting Rights

Following Admission, the enlarged issued share capital of the Company will comprise 1,712,075,726 Ordinary Shares of 0.1 pence each. The Company does not hold any ordinary shares in treasury. Consequently, 1,712,075,726 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Further regulatory information

SP Angel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and for no‐one else in relation to the proposed Placing and Shareholder Offer, and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SP Angel nor by any of their affiliates or agents (or any of their respective partners, directors, officers, employees or advisers), as to or in relation to, the contents, accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of SP Angel.

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 New Ordinary Shares have been subject to a product approval process, which has determined that the Placing Shares and Offer Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares and Offer Shares may decline and investors could lose all or part of their investment; the Placig Shares and Offer Shares offer no guaranteed income and no capital protection; and an investment in the Pacing Shares and 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and Shareholder Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, SP Angel will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the 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 Placing Shares or Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and Offer Shares and determining appropriate distribution channels.

Notes to Editors

Strategic Minerals plc is an AIM-quoted, operating minerals company actively developing projects prospective for battery materials. It has an operation in the United States of America and Australia along with development projects in the UK and Australia. The Company is focused on utilising its operating cash flows, along with capital raisings, to develop high quality projects aimed at supplying the metals and minerals being sought in the burgeoning electric vehicle/battery market.

In September 2011, Strategic Minerals acquired the distribution rights to the Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating asset, which it brought into production in 2012 and which continues to provide a revenue stream for the Company. This operating revenue stream is utilised to cover company overheads and invest in development projects orientated to supplying the burgeoning electric vehicle/battery market.

In January 2016, the portfolio was expanded with the acquisition of shares in Central Australian Rare Earths Pty Ltd, which holds tenements in Western Australia prospective for cobalt, nickel sulphides and rare earth elements. The Company has since acquired all shares in Central Australian Rare Earths Pty Ltd. In September 2018, the Company entered contracts for the sale of certain CARE tenements identified as gold targets.

In May 2016, the Company entered into an agreement with New Age Exploration Limited and, in February 2017, acquired 50% of the Redmoor Tin/Tungsten project in Cornwall, UK. The bulk of the funds from the Company's investment were utilised to complete a drilling programme that year. The drilling programme resulted in a significant upgrade of the resource. This was followed in 2018 with a 12-hole 2018 drilling programme has now been completed and the resource update that resulted was announced in February 2019. In March 2019, the Company entered into arrangements to acquire the balance of the Redmoor Tin/Tungsten project. This was completed on 24 July 2019.

In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia and brought the project into production in April 2019.