Publication of a Prospectus

RNS Number : 1585D

Eastinco Mining and Exploration PLC

17 October 2022

 

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the prospectus published by the Company today ("Prospectus"), and any supplement thereto that may be published in the future.

17 October 2022

Eastinco Mining and Exploration Plc

("Eastinco" or the "Company")

Publication of Prospectus

Eastinco Mining and Exploration plc, the exploration and development company developing its portfolio of African-focused critical and strategic metal assets, announces the publication of its Prospectus in relation to the admission of its ordinary shares (the "Ordinary Shares") to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities of the London Stock Exchange ("Admission").

It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 24 October 2022. The Company intends to file an application to change its name to Aterian Plc on or about the date of Admission. An announcement will be made to the market once the change of name has taken effect.

The Prospectus, which has been approved by the FCA, will be available on the Company's website ( www.eastinco.com ) and at the National Storage Mechanism ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ) . From Admission, it will also be available at www.aterianplc.com .  

At Admission the Company will hold a portfolio of critical and strategic metals projects across the business-friendly jurisdictions of Morocco and Rwanda and will provide investors with an opportunity to gain exposure to metals that are necessary for the manufacture of high technology devices, national defence applications, and with ever increasing importance, green growth-related and renewable energy industries. These factors are expected to drive an increase in demand over the longer term for critical and strategic metals.

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For additional information, please contact:

Eastinco Mining & Exploration Plc:
Charles Bray, Executive Chairman
Simon Rollason, Executive Director/CEO
[e-mail]  

AQSE Growth Market Corporate Adviser:

Novum Securities Limited
David Coffman / George Duxberry
Tel: [phone]

Financial PR:

Yellow Jersey PR
Tom Randell / Henry Wilkinson / Laurie Gellhorn
Tel: [phone]
[e-mail]  

About Eastinco Mining and Exploration plc

Eastinco Mining and Exploration plc is an exploration and development company with a diversified portfolio in Africa of critical and strategic metals projects.

Eastinco Mining and Exploration plc is actively seeking to acquire and develop new critical and strategic metal resources to strengthen our existing asset base, whilst supporting ethical and sustainable supply chains. The supply of these metals is vital for the development of the renewable energy, automotive and electronic manufacturing sectors that are playing an increasing role in reducing carbon emissions and meeting climate ambitions globally.

The Company currently has three joint ventures in Rwanda where it is exploring and developing small-scale tantalum-niobium-tin mining operations.

The Company will if Admission occurs acquire Aterian Resources Ltd, a wholly owned and battery metals-focused subsidiary of Elemental Altus Royalties Corp (formerly Altus Strategies plc). Aterian owns a portfolio of 15 copper and silver projects with a project area of 762 km² in the Kingdom of Morocco.  This acquisition aligns with the Company's strategy to seek new exploration and production opportunities across the African continent and to develop new sources of strategic and critical mineral assets for exploration, development, and trading.

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring any shares in the Company following publication of the Prospectus are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the Prospectus. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Novum Securities Limited ("Novum") or their parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.

Novum, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters contained in this announcement and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Novum, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit.  This announcement does not constitute any form of financial opinion or recommendation on the part of Novum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Novum is not responsible for the contents of this announcement or the Prospectus. This does not exclude any responsibilities which Novum may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter. Novum has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Novum or their affiliates as to any of its contents.

This announcement and its contents are for information purposes only and are directed at and is only being communicated to persons: (a) in a member state of the European Economic Area, persons who are, unless otherwise agreed by Novum, "qualified investors" as defined in article 2(e) of the EU prospectus regulation (which means regulation (EU) 2017/1129) (the "EU Prospectus Regulation"); (b) in the United Kingdom, persons who: (i) fall within the definition of "qualified investors" of the EU Prospectus Regulation, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("EUWA") and certain other implementing measures (such persons in (a) and (b)(i) being "qualified investors"); and (ii) in addition, are either "investment professionals" within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (financial promotion) order 2005 (the "order"), or fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the order; and (c) persons falling outside of (a) and (b) above to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by potential investors. Persons into whose possession this announcement comes are required by the Company and Novum to inform themselves about and to observe any such restrictions.

Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The Prospectus does not constitute an offer of securities for sale in the United States. The Company's ordinary shares have not been and will not be registered under the United States 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, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, 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 and in a manner which would not require the Company to register under the Investment Company Act. There will be no public offer of the Shares in the United States.

 

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