Publication of a Prospectus

RNS Number : 0369A

Critical Metals PLC

24 September 2020

 

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

This announcement is an advertisement and not a prospectus. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") in its final form that is published by Critical Metals plc ("Critical Metals" or the "Company") in connection with the admission of the Company's entire issued share capital to listing on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 

Critical Metals plc (ÒCritical MetalsÓ or the ÒCompanyÓ)

Publication of Prospectus, Admission to Trading on the London stock Exchange and Placing

24 September 2020

Critical Metals plc (ÔCritical MetalsÕ or the ÔCompanyÕ), an investment company targeting acquisition or acquisitions of equity interests and debt interests within the natural resources development and production sector in the continent of Africa, is pleased to announce that it has today published a prospectus (the ÔProspectusÕ) which has been approved by the FCA relating to the admission of 30,300,714 Ordinary Shares of £0.005 each to listing on the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together, the ÔAdmissionÕ).

In addition, the Company is pleased to announce that Peterhouse has raised £800,000 (gross) conditional upon Admission, pursuant to a placing (the ÔPlacingÕ) of 16,015,000 ordinary shares (ÔPlacing SharesÕ) at price of 5 pence per Placing Share.

Following the issue of the Placing Shares, which represent approximately 112% of the Company's existing issued ordinary share capital and approximately 53% of the issued share capital of the Company as enlarged by the Placing, the Company will have 30,300,714 Ordinary Shares in issue.

Application has been made for the Admission which is expected to occur at 8.00am on 29 September 2020 under the TDIM ÔCRTMÕ. The CompanyÕs ISIN will be GB00BJVR6M63 and its SEDOL BJVR6M6.

The Prospectus will be made available by the Company today, on its website www.criticalmetals.co.uk and will also be submitted to the National Storage Mechanism and should be available shortly for inspection at http://www.morningstar.co.uk/uk/NSM.

Russell Fryer, CEO of Critical Metals, commented: ÒI am delighted to be able to announce the publication of our prospectus which marks the next step in Critical MetalsÕ listing process.

ÒI believe that we have an opportunity to take advantage of the growing demand for critical metals, by identifying near-term brownfield, cash flow deposits and bringing them into production. We have an experienced team with a successful record of similar transactions and look forward to becoming a public company and accelerating our ambitious growth plans.Ó

For further information on the Company please visit www.criticalmetals.co.uk or contact:

Russell Fryer	Critical Metals	Tel: [phone]
Catherine Leftley / Beth Melluish	St Brides Partners Ltd, Financial PR	Tel: [phone]
Lucy Williams  Heena Karani	Peterhouse Capital Limited, Corporate Broker	Tel: [phone] Tel: [phone]

About Critical Metals

Critical Metals was formed as an investment company and, upon listing, initially intends to make equity investments into operators or near term production operators within the natural resources development and production sector in the continent of Africa. It is envisaged that such acquisition or acquisitions will trigger a reverse takeover in accordance with the listing rules. The Company intends to search initially for acquisition opportunities in the natural resources sector on known deposits and more specifically minerals that are perceived to have strategic importance to future economic growth. Commodities such as antimony, beryllium, cobalt, copper, fluorspar, gold, rare earth elements, tin, tungsten and vanadium have been identified by several governments as Òcritical mineralsÓ and so guaranteeing supplies is seen as a strategic necessity. The Company therefore believes that the market conditions for these minerals will remain strong in the short-to-long term.

Information on Directors

On Admission the Board will comprise:

Russell Fryer Ð Chief Executive Officer

Prior to establishing Critical Metals PLC, Mr. Fryer was the co-founder and Executive Chairman of Western Uranium Corporation, a Canadian listed uranium and vanadium development company.

Prior to Western Uranium Corporation, Mr. Fryer was also the Non-Executive Chairman of Ecometals Limited, a Canadian mining company focused on South American bulk and precious metals. Before Ecometals, Mr. Fryer was Managing Director covering the natural resources sector for North Sound Capital LLC, an investment advisor based in Greenwich, Connecticut. Mr. Fryer joined North Sound in 2006 from Deutsche Bank, where he had been a Director in Emerging Market Equities. Prior to that, Mr. Fryer was a Director in Emerging Market Equities at HSBC in Johannesburg, South Africa.

Mr. Fryer holds an advanced diploma in International Taxation from Rand Afrikaans University and received a BachelorÕs degree in Business Administration from the Newport University. He is a member of the New York chapter of Society of Mining Engineers and Minerals and Metals Professionals Globally. Over the course of his 28-year investment career, Mr. Fryer has travelled extensively obtaining on-the-ground understanding of the natural resources sector. In addition to this significant international travel, Mr. Fryer was based in Africa from 1987 to 2004. While there, Mr. Fryer gained knowledge of many of the properties he continues to follow and developed relationships at both senior and working levels throughout the industry. During his time in Africa, Mr. Fryer wrote investment columns for various news sources such as South African Smart Investor and the Sunday Business Times.

Anthony Eastman Ð Executive Director

Mr. Eastman is a Chartered Accountant (Australian qualified) with a number of yearsÕ experience in financial management and corporate advisory services, primarily in the natural resources sector, along with extensive experience in the public company environment, having been a director and company secretary of a number of ASX and AIM junior mining and oil & gas focused companies. He has previously worked with Ernst & Young and CalEnergy Gas Ltd, a subsidiary of the Berkshire Hathaway Group of Companies in both Australia and the United Kingdom.

Marcus Edwards-Jones Ð Executive Director (to be appointed on Admission)

Mr. Edwards-Jones is an Executive Chairman of Phoenix Copper Ltd, the AIM quoted North American focused base and precious metals exploration and development company. He is also Managing Director (and co-founder) of Lloyd Edwards-Jones S.A.S, a Paris and Dubai-based finance boutique specialising in selling equities to institutional clients and advising and introducing resources companies to an extensive client base in the UK, Europe, Asia and the Middle East. Prior to founding Lloyd Edwards-Jones S.A.S, Mr. Edwards-Jones held senior positions with Julius Baer, and was head of UK/Continental European equity sales at Credit Lyonnais Securities in London. Mr. Edwards-Jones has significant experience in worldwide institutional capital raisings for UK, Australian & Canadian listed and unlisted companies predominately in the mining and resources sectors. He is a former director of Georgian Mining Corp. Mr. Edwards-Jones graduated from Oxford University with an MA in Ancient & Modern History.

Forward-looking statements

Certain statements in this announcement constitute ''forward-looking statements''. Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words ''anticipates'', ''estimates'', ''expects'', ''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.

 

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