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.
Bluejay Mining plc
("Bluejay", the "Company" or the "Group")
Result of Placing
PDMR Trading
Notice of General Meeting
The Company confirms further to its announcement of 4.35 p.m. GMT on 16 January 2024 (the "Announcement"), that it has successfully closed the Placing.
Result of Conditional Placing
Subject to the satisfaction of the conditions referred to below, the Placing has raised, in aggregate, gross proceeds of £1.2 million (c.£1.12m net proceeds) through the placing of 300,000,000 Ordinary Shares (the "Placing Shares") with certain institutional and other investors at a price of 0.4p pence per share (the "Placing Price"). The holdings of shareholders who do not participate in the Placing will be diluted by 20.1 per cent as a result of the placing. The First Placing Shares (being 150,145,715 Ordinary Shares) are being issued pursuant to the Company's existing shareholder authorities, whereas the issue of the Second Placing Shares is conditional (amongst other things) upon the passing of the Resolutions at the General Meeting.
The allotment and issue of the First Placing Shares is conditional, inter alia, upon:
· First Admission becoming effective by no later than 8.00 a.m. on 30 January 2024 (or such other time and/or date, being no later than 8.00 a.m. on 29 February 2024, as WHI and the Company may agree);
· the conditions in the Placing Agreement in respect of the First Placing Shares being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in accordance with its terms prior to First Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, neither tranches of the Placing will proceed.
The allotment and issue of the Second Placing Shares is conditional, inter alia, upon:
· the passing, without amendment, of the Resolutions, at the General Meeting;
· Second Admission becoming effective by no later than 8.00 a.m. on 6 February 2024 (or such other time and/or date, being no later than 8.00 a.m. on 29 February 2024, as WHI and the Company may agree);
· the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in accordance with its terms prior to Second Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the placing of the Second Placing Shares will not proceed. However, this will not affect the allotment and issue of the First Placing Shares in the event that First Admission has occurred.
Use of Proceeds
As set out in the Announcement, the Company is seeking to raise funds for the following uses:
· Field activities and travel
· Legal and administrative costs
· Project divestment activities
· Regulatory and licensing costs and
· for general corporate and working capital purposes.
PDMR Participation in the Placing
The Company has been notified of the following participants in the Placing (conditional on, amongst other matters, shareholder approval at the upcoming General Meeting):
| Name | Role | Ordinary Shares Subscribed for in the First Placing | Ordinary Shares subscribed for in the Second Placing | Original holding prior to the First Placing and the Second Placing | Total Holding if the First Placing and the Second Placing proceed to completion | Percentage holding of the enlarged share capital if the First Placing and the Second Placing proceed to completion and the Settlement Shares are issued |
| Mike Hutchinson | Non-Executive Chairman | Nil | 12,500,000 | 1,285,714 | 13,785,714 | 0.92 |
| Rod McIllree | Non-Executive Director | Nil | 12,500,000 | 78,999,268 | 91,499,268 | 6.08 |
| Troy Whittaker | Non-Executive Director | Nil | 5,000,000 | Nil | 5,000,000 | 0.33 |
| Eric Sondergaard | Managing Director | Nil | 7,500,000 | Nil | 7,500,000 | 0.50 |
Related Party Transactions
As Mike Hutchinson, Rod McIllree, Troy Whittaker, and Eric Sondergaard are directors of the Company, their participation in the Placing constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. The Director independent of the Placing, being Harry Ansell, considers having consulted with SP Angel, the Company's nominated adviser, that the terms of their participation in the Placing is fair and reasonable in so far as shareholders are concerned.
As Robert Edwards and Peter Waugh are former directors of the Company, the issue to them of the Settlement Shares constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. The Director independent of the issue of the Settlement Shares and the Placing, being Harry Ansell, considers having consulted with SP Angel, the Company's nominated adviser, that the terms of the issue of the Settlement Shares is fair and reasonable in so far as shareholders are concerned.
Notice of General Meeting
The Company announces that it will shortly despatch a Circular and notice of General Meeting to shareholders. The Directors confirm they are to convene a general meeting of the Company for 10.00 a.m. on 5 February 2024, to be held at the Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE. The circular and notice of General Meeting will be made available on the Company's website, and a further announcement will be made confirming the posting and availability of the circular.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the First Placing Shares (a total of 150,145,715 Ordinary Shares) to trading on AIM. It is expected that Admission will become effective and dealings in the First Placing Shares will commence on AIM at 8.00 a.m. on or around 30 January 2024 (or such later date as may be agreed between the Company and WHI, but no later than 29 February 2024) (the "First Admission")
Subject to (amongst other things) the resolutions being passed at the General Meeting, it is anticipated that application will be made to the London Stock Exchange for admission of the Second Placing Shares (a total of 149,854,285 Ordinary Shares) and the Settlement Shares (a total of 10,178,810 Ordinary Shares) to trading on AIM. It is expected that Admission will become effective and dealings in the Second Placing Shares and the Settlement Shares will commence on AIM at 8.00 a.m. on or around 6 February 2024 (or such later date as may be agreed between the Company and WHI, but no later than 29 February 2024) (the "Second Admission")
The First Placing Shares, the Second Placing Shares and the Settlement Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.
Following the First Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 1,346,030,794 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 the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Following the Second Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 1,506,063,889 with voting rights.
Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in Appendix II of the Announcement, unless the context requires otherwise.
For further information, please contact:
| Bluejay Mining PLC | |
| Eric Sondergaard | |
| PR & IR Adviser - BlytheRay | Tel: +44 (0) 20 7138 3205 |
| Tim Blythe / Megan Ray | |
| Nominated Adviser and Broker - SP Angel Corporate Finance LLP | Tel: +44 (0) 20 3470 0470 |
| Ewan Leggat / Adam Cowl | |
| Broker - WH Ireland | Tel: +44 (0) 20 7220 1670 |
| Harry Ansell/Katy Mitchell/Andrew de Andrade | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1) Roderick McIllree 2) Mike Hutchinson 3) Troy Whittaker 4) Eric Sondergaard | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 1) Non-Executive Director 2) Non-Executive Chairman 3) Non-Executive Director 4) Managing Director | ||||
| b)
| Initial notification /Amendment | Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Bluejay Mining plc | ||||
| b) | LEI | 213800E9AEFEHFLOVJ19 | ||||
| 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 Identification code | Issue of Placing Shares
GB00BFD3VF20 | ||||
| b) | Nature of the transaction | Participation in Placing | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 16 January 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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