Standard Lithium Ltd. press release
Results of Fundraising
TSXV - TSX Venture Exchange · Lithium · Bromine · Potash · Sodium · Canada
Reykjavík, Dec. 04, 2024 (GLOBE NEWSWIRE) -- THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE ACT NO 60/2021 ON MEASURES AGAINST MARKET ABUSE AND ASSIMILATED REGULATION NO 596/ 2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Amaroq Minerals Ltd.
(“ Amaroq ” or the “ Company ” )
TORONTO, ONTARIO – 4 December 2024 – Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mining company with a substantial land package of gold and strategic mineral assets in Southern Greenland, is pleased to announce the successful completion of its significantly oversubscribed Fundraising as announced on 3 December 2024.
A total of 32,034,664 new common shares (the “ Fundraising Shares ”) have been conditionally placed with new and existing institutional investors at a price of 86 pence (C$1.53, ISK 151 at the closing exchange rate on 2 December 2024) per new common share (the “ Placing Price ”), raising gross proceeds of approximately £27.5 million (C$48.9 million, ISK 4.8 billion). The net proceeds raised in excess of the initially targeted £20 million will be used to accelerate growth opportunities across the Company’s portfolio of assets in Greenland and further bolster the Company’s working capital position.
The total Fundraising Shares represent approximately 8.1 per cent. of the Company’s enlarged share capital after the completion of the Fundraising. It is currently expected that Admission will become effective, and that dealings in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 16 December 2024, on the Icelandic Exchange at 9.30 a.m. UTC on 16 December 2024 and on the TSX-V at 9:30 a.m. ET on 16 December 2024.
Panmure Liberum Limited (“ Panmure Liberum ”) acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Limited (“ Canaccord ”) who also acted as joint bookrunner and joint broker (together the “ UK Joint Bookrunners ”), on the UK Placing.
Landsbankinn hf. (“ Landsbankinn ”), Acro verðbréf hf (“ Acro ”) and Fossar fjárfestingarbanki hf. (“ Fossar ”) (together the “ Icelandic Banks ”) acted as joint bookrunners on the Icelandic Placing and Landsbankinn acted as underwriter.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's Fundraising announcement dated 3 December 2024.
Eldur Olafsson, CEO of Amaroq, commented:
“I would like to thank all investors, both existing and new, for their strong support in this significantly oversubscribed Fundraising. With a number of exciting catalysts ahead of us, including the expected optimisation and ramp-up to commercial production at Nalunaq and advancement of our wider exploration programme, we look forward to providing further updates on key operational workstreams in due course.”
Enquiries:
Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and CEO
+354 665 2003
eo@amaroqminerals.com
Eddie Wyvill, Investor Relations
+44 (0)7713 126727
ew@amaroqminerals.com
Panmure Liberum Limited (Nominated Adviser, Joint Bookrunner and Corporate Broker)
Scott Mathieson
Nikhil Varghese
Kieron Hodgson
Josh Moss
+44 (0) 20 7886 2500
Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker)
James Asensio
Harry Rees
George Grainger
+44 (0) 20 7523 8000
Landsbankinn hf. (Joint Bookrunner and Underwriter)
Björn Hákonarson
Sigurður Kári Tryggvason
+354 410 4000
Acro verðbréf hf. (Joint Bookrunner)
Hannes Árdal
Þorbjörn Atli Sveinsson
+354 532 8000
Fossar Investment Bank hf. (Joint Bookrunner)
Steingrímur Arnar Finnsson
Kristín Alexandra Gísladóttir
+354 522 4000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980
For Company updates:
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Application for Admission
Applications will be made for admission of the Fundraising Shares to trading on (a) AIM; (b) Icelandic Exchange; and (c) the TSX-V, with listing subject to the conditional approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V. It is currently expected that admission will become effective, and that dealings in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 16 December 2024, on the Icelandic Exchange at 9.30 a.m. UTC on 16 December 2024 and on the TSX-V at 9:30 a.m. ET on 16 December 2024 (or in each case such other date as may be agreed between the Company and the UK Joint Bookrunners).
The Fundraising Shares will, when issued, be credited as fully paid and will rank _pari passu _in all respects with the existing common shares of the Company, including the right to receive all dividends and other distributions thereafter declared, made or paid on the enlarged share capital from admission.
Total Voting Rights
Following the admission of the Icelandic Placing Shares, the UK Placing Shares and the Canadian Subscription Shares, Amaroq’s total issued share capital will consist of 397,694,407 common shares of no par value. Given the Company does not hold any common shares in Treasury, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules or the Icelandic Act No 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.
Director Participation and Related Party Transaction
Amaroq director, Eldur Olafsson, has participated in the Canadian Subscription, acquiring a total of 582,690 new common shares representing gross proceeds of approximately £0.50 million (C$0.89 million, ISK 88.2 million) via Vatnar hf.. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission Eldur Olafsson will be interested in a total of 10,084,863 common shares in the capital of the Company, representing approximately 2.5 per cent. of the Company’s enlarged issued share capital.
Amaroq director, Sigurbjorn Thorkelsson, has also participated in the Canadian Subscription, acquiring a total of 1,165,382 new common shares representing gross proceeds of approximately £1.00 million (C$1.78 million, ISK 176.4 million) via Klettar fjarfestingar ehf.. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission Sigurbjorn Thorkelsson will be interested in a total of 12,037,640 common shares in the capital of the Company, representing approximately 3.0 per cent. of the Company’s enlarged issued share capital.
Amaroq director, David Neuhauser, has also participated in the Canadian Subscription, acquiring a total of 116,538 new common shares representing gross proceeds of approximately £0.10 million (C$0.18 million, ISK 17.6 million) via Livermore Strategic Opportunities LP. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission David Neuhauser will be interested in a total of 14,726,362 common shares in the capital of the Company, representing approximately 3.7 per cent. of the Company’s enlarged issued share capital.
As such, the Canadian Subscriptions will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company to obtain a formal valuation and minority shareholder approval unless exemptions from these requirements are available under applicable Canadian securities laws. With respect to the Canadian Subscription, the Company is relying on the exemption from the formal valuation requirements and minority approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days prior to the expected closing of the Canadian Subscription as participation of the insiders had not been confirmed at that time and the Company wishes to close on an expedited basis for business reasons.
Eldur, Sigurbjorn and David’s participation by virtue of their respective positions as directors in the Company, are classified as related parties of the Company and their participation in the Fundraising is considered a 'related party transaction' under Rule 13 of the AIM Rules.
The independent directors consider, having consulted with Panmure Liberum, the Company's nominated adviser, that the terms of the participation by Eldur, Sigurbjorn and David are fair and reasonable insofar as shareholders are concerned. Persons Discharging Managerial Responsibilities (“PDMR”) Disclosures
| 1. | Details of the person discharging managerial responsibilities / person closely associated | | | | | a) | Name | Eldur Olafsson | | | | 2. | Reason for the Notification | | | | | a) | Position/status | Chief Executive Officer | | | | b) | Initial notification/Amendment | Initial notification | | | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | | | | a) | Name | Amaroq Minerals Ltd. | | | | b) | LEI | 213800Q21S5JQ6WKCE70 | | | | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | | | | a) | Description of the financial instrument, type of instrument | Common shares of no par value | | | | Identification code | CA02312A1066 | | | | | b) | Nature of the transaction | Subscription for cash | | | | c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | 1) | 86p | 582,690 | | | | d) | Aggregated information:
·Aggregated volume
·Price | 582,690
86p | | | | e) | Date of the transaction | 3 December 2024 | | | | f) | Place of the transaction | XOFF | | |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | | | | | a) | Name | Eldur Olafsson | | | | 2. | Reason for the Notification | | | | | a) | Position/status | Chief Executive Officer | | | | b) | Initial notification/Amendment | Initial notification | | | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | | | | a) | Name | Amaroq Minerals Ltd. | | | | b) | LEI | 213800Q21S5JQ6WKCE70 | | | | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | | | | a) | Description of the financial instrument, type of instrument | Common shares of no par value | | | | Identification code | CA02312A1066 | | | | | b) | Nature of the transaction | Shares pledged by Eldur Olafsson as security for a loan from Lansdbankinn hf. | | | | c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | 1) | 86p | 582,690 | | | | d) | Aggregated information:
·Aggregated volume
·Price | 582,690
86p | | | | e) | Date of the transaction | 3 December 2024 | | | | f) | Place of the transaction | XOFF | | |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | | | | | a) | Name | Sigurbjorn Thorkelsson | | | | 2. | Reason for the Notification | | | | | a) | Position/status | Non-Executive Director | | | | b) | Initial notification/Amendment | Initial notification | | | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | | | | a) | Name | Amaroq Minerals Ltd. | | | | b) | LEI | 213800Q21S5JQ6WKCE70 | | | | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | | | | a) | Description of the financial instrument, type of instrument | Common shares of no par value | | | | Identification code | CA02312A1066 | | | | | b) | Nature of the transaction | Subscription for cash | | | | c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | 1) | 86p | 1,165,382 | | | | d) | Aggregated information:
·Aggregated volume
·Price | 1,165,382
86p | | | | e) | Date of the transaction | 3 December 2024 | | | | f) | Place of the transaction | XOFF | | |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | | | | | a) | Name | David Neuhauser | | | | 2. | Reason for the Notification | | | | | a) | Position/status | Non-Executive Director | | | | b) | Initial notification/Amendment | Initial notification | | | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | | | | a) | Name | Amaroq Minerals Ltd. | | | | b) | LEI | 213800Q21S5JQ6WKCE70 | | | | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | | | | a) | Description of the financial instrument, type of instrument | Common shares of no par value | | | | Identification code | CA02312A1066 | | | | | b) | Nature of the transaction | Subscription for cash | | | | c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | 1) | 86p | 116,538 | | | | d) | Aggregated information:
·Aggregated volume
·Price | 116,538
86p | | | | e) | Date of the transaction | 3 December 2024 | | | | f) | Place of the transaction | XOFF | | |
End Note: Conversions based on FX rates of GBP:ISK of 176.00 and GBP:C$ of 1.7781 as at 2 December 2024. IMPORTANT NOTICES
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain an invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, The Republic of South Africa (“South Africa”), Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the “United States”)), Iceland, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Iceland, Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case may be). No public offering of securities is being made in the United States, Iceland, Australia, Canada, South Africa, Japan or elsewhere.
No action has been taken by the Company, Panmure Liberum, Canaccord, Landsbankinn, Acro, Fossar or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, consultants, advisers and/or agents (collectively, “Representatives”) that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement, as it relates to the UK Placing, is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors (“EEA Qualified Investors”), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”); or (b) if in the United Kingdom, persons who are qualified investors (“UK Qualified Investors”), being persons falling within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “UK Prospectus Regulation”), and who are (i) persons falling 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) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) together being referred to as “Relevant Persons”).
The Fundraising Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The Fundraising Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.