Anglesey Mining Plc - Result of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Anglesey Mining Plc

(“Anglesey Mining”, “Anglesey”, the “Company” or the “Group”) (AIM:AYM)

Result of Placing

Anglesey Mining Plc (AIM:AYM) is pleased to announce that, further to its announcement of 7 a.m. (London time) on 16 May 2023, it has successfully completed and closed the Placing and Subscription.

The Placing and Subscription raised, in aggregate, gross proceeds of £1m. The Placing comprises the placing of 64,999,993 Ordinary Shares (the “Placing Shares”) with certain institutional and other investors at a price of 1.5 pence per share (the “Issue Price”), and the subscription comprised a subscription of 1,666,666 Ordinary Shares (“Additional Subscription Shares“) at a price of 1.5p, thereby raising £1m gross proceeds. The Placing Shares and the Additional Subscription Shares were accompanied by one Investor Warrant, to subscribe for one ordinary share at a price of 2.5 pence for every two Placing or Subscription Shares subscribed for, as detailed in the announcement of earlier today.

The Placing and Subscription are conditional only on Admission.

The net proceeds of the Placing and Subscription will be applied to commence drilling of the Northern Copper Zone at the Parys Mountain copper/zinc/lead/silver/gold mine on the island of Anglesey in Wales, continuing to advance the permitting and Environmental Impact and Social Assessment of the Parys Mountain mine, commence baseline studies for the Grängesberg Iron Ore Mine in Sweden, and for general working capital purposes.

Director Participation

Directors John Kearney (Chairman),  Jonathan Battershill (CEO) and Namrata Verma (Non-Executive Director) participated in the Placing and/or Subscription as set out below.

Each of John Kearney, Jonathan Battershill and Namrata Verma participated on the same terms as all other placees.

Juno Participation

In accordance with the terms of the restructured working capital facility with Juno Limited announced on 16 May 2022, Juno Limited converted further debt to equity by way of a direct subscription of Subscription Shares alongside the Placing and Subscription capped at pro-rata ownership level. As a result of the announced Placing and Subscription, the debt due to Juno will be reduced from £3.74m  to £3.52m. Juno Limited therefore subscribed for 14,589,149 Ordinary Shares (the “Juno Subscription Shares”) and received warrants over 7,294,574 new Ordinary Shares at the same Placing Price and exercise price as the other Placees. Subsequent to completion of the Placing and Subscription and assuming no exercise of its Investor Warrants, Juno’s shareholding in Anglesey is expected to be 79,194,397 Ordinary shares representing c.20.9 per cent.

Related Party Transaction

As Juno Limited is a substantial shareholder in the Company, and Jonathan Battershill, John Kearney and Namrata Verma are directors of the Company, this transaction is considered to be a related party transaction under the AIM Rules for Companies. The Directors of the Company, excluding those who are participating in the Placing or the Subscription, having consulted with the Company’s Nominated Adviser, J&E Davy, consider that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Shares in lieu of Directors’ fees.

In addition, the Company has today issued 3,333,333 Ordinary Shares (“New Salary Shares”) to Jonathan Battershill, in lieu of his fees for the period between August 2021 and December 2022. This is in accordance with the terms of his contract. The associated calculations are set out below:

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of the Placing Shares, the Additional Subscription Shares, the Juno Subscription Shares and the New Salary Shares (being a total of 84,589,141 Ordinary Shares) to trading on AIM. It is expected that admission will become effective and dealings in the New Ordinary Shares commence on AIM at 8.00 a.m. on 22 May 2023 (or such later date as may be agreed between the Company and the Bookrunner, but no later than 19 June 2023).

The New Ordinary Shares and New Salary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 379,809,689 with voting rights. 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 to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Company's announcement made at 7.00 a.m. on 16 May 2023, unless the context requires otherwise.

Jonathan Battershill, CEO, comments: “The Board of Anglesey is very pleased to have secured this funding to continue advancing the Company’s two key assets at Parys Mountain and Grängesberg. The Northern Copper Zone at Parys Mountain has the potential to be much larger than the current resource estimate of 9.4Mt, which could lead to a larger production profile and a longer mine life than implied in the Preliminary Economic Assessment released in 2021. Concurrently with the drilling, the Company will continue progressing the Environmental and Social Impact Assessment, which forms an integral part of the planning consent and permitting process, which is well advanced. At Grängesberg in Sweden, this funding will ensure the Company commences the baseline studies required for the Environmental Impact Assessment that will be required to support the future Environmental Permit Application.”

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

Enquiries:

Anglesey Mining Plc                                                                                       www.angleseymining.co.uk

John Kearney, Chairman                                                                               Tel: +1 416 362 6686

Jonathan Battershill, Chief Executive                                                       Tel: +44 (0) 7540 366000

Davy (Nominated Adviser & Joint Broker)

Brian Garrahy                                                                                                    Tel: +353 1 679 6363

Daragh O’Reilly

WH Ireland Limited (Joint Broker & Bookrunner)

Harry Ansell                                                                                                        Tel: +44 (0) 207 220 1666

Katy Mitchell

About Anglesey Mining Plc

Anglesey Mining is traded on the AIM market of the London Stock Exchange.

Anglesey is developing its 100% owned Parys Mountain Cu-Zn-Pb-Ag-Au deposit in North Wales, UK with a reported resource of 5.3 million tonnes at over 4.0% combined base metals in the Measured and Indicated categories and 10.8 million tonnes at over 2.5% combined base metals in the Inferred category.

Anglesey also holds an almost 50% interest in the Grängesberg Iron project in Sweden, together with management rights and a right of first refusal to increase its interest to 100%.  Anglesey also holds 12% of Labrador Iron Mines Holdings Limited, which through its 52% owned subsidiaries, is engaged in the exploration and development of direct shipping iron ore deposits in Labrador and Quebec.

Notification And Public Disclosure Of Transactions By Persons Discharging Managerial Responsibilities And Persons Closely Associated With Them 

IMPORTANT INFORMATION

The distribution of this announcement, including its Appendix (together, the “Announcement”) and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe such restrictions. In particular, the Announcement is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, New Zealand or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan, South Africa, New Zealand or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S. 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, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) (“Prospectus Regulation”) or the Prospectus Regulation as it forms part of domestic UK law pursuant to the EUWA (“UK Prospectus Regulation”) and other enacting measures (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation or UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors (as defined in Article 2(E) of the Prospectus Regulation); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").

This Announcement and the terms and conditions set out herein 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 and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; changes in political or tax regimes, exchange rates and clients; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules or other applicable legislation or regulation, neither the Company nor the Bookrunner undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement or incorporated by reference into this Announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.

338903. Announcement contains information regarding the Company's business and the markets in which it operates and competes, which the Company has obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.

Certain data in this Announcement, including financial, statistical and operating information, has been rounded.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Announcement has been issued by and is the sole responsibility of the Company. 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 the Bookrunner or by any of their respective affiliates or agents as to, or in relation to, the 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, and any liability therefore is expressly disclaimed.

J&E Davy (“Davy”), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser to the Company and no one else in connection with the matters described in this Announcement and will not be responsible to any person for providing the protections afforded to customers of Davy or for advising any other person in connection with any matter referred to herein. The responsibilities of Davy as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

WH Ireland Limited (“WHI”), which is authorised and regulated in Ireland by the Financial Conduct Authority, is acting as broker to the Company and no one else in connection with the matters described in this Announcement and will not be responsible to any person for providing the protections afforded to customers of WHI or for advising any other person in connection with any matter referred to herein. The responsibilities of WHI as the Company’s under the AIM Rules for Companies are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

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 Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and 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 may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner 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.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.