02
May 2024
Issue of CLN and potential Director
Dealing
Aterian Plc
("Aterian" or the
"Company")
Aterian Plc (LSE: ATN),
the critical metal-focused exploration and
development company, announces that it intends to raise a minimum
of £ 500,000 through the issuance of convertible loan notes
("CLN") convertible into
newly authorised and issued shares of the Company at a fixed price
of 0.70 pence per ordinary share of 1p each in the capital of the
Company ("Ordinary Shares")
(the "Fundraise").
The proposed Fundraise is being carried out to bolster the
Company's financial flexibility and enable it to accelerate the
planned Agdz exploration drill programme in Morocco and advance
operations in Rwanda and Botswana.
Highlights:
· The
Company proposes to raise a minimum of £ 500,000 through the issue
of the CLNs, which are convertible at 0.7p ("Conversion Price"), a 12 % premium to
the mid-market closing price of Ordinary Shares as of 1 May
2024.
· The
CLN is intended to raise capital at a time when the market price of
Ordinary Shares is lower than the par value of the Ordinary Shares,
impeding a conventional equity raise in the short term.
· The
Company will use its reasonable endeavours to publish an FCA
approved prospectus ("Prospectus") as soon as possible after the
Fundraise to avoid or minimise any potential interest payments and,
in any event, to make an initial submission of a prospectus to the
FCA prior to 31 December 2024.
· The
Company intends to execute the necessary actions to avoid paying
any interest on the CLN. However, the CLN shall bear interest at
the rate of 1% per calendar month which shall begin to accrue with
effect from the first calendar day falling two (2) calendar months
after the issue of the CLNs and at an increased rate of 2% per
calendar month from the first calendar day falling five (5)
calendar months after the issue of the CLNs. Interest is to be paid
in cash or shares at the Conversion Price at the option of the
Noteholder.
· The
CLN is to convert automatically into ordinary shares upon the
Company passing shareholder resolutions to approve changes to the
share capital designed to lower the nominal value of the Ordinary
Shares relative to the share price and the Company publishing
a Prospectus (with the conversion taking place after that later
event), and the Company is obliged under the terms of the CLN to
hold the general meeting to re-organise the share capital of the
Company prior to 30 June 2024.
· The
CLNs will contain an option for the CLN holder to convert prior to
publication of a Prospectus, and there is also a proposed early
redemption upon an event of default or a change of control at 105%
of the principal.
· The
CLNs are to be redeemable in cash on 30 June 2025 if not converted
prior to this date.
Application to
Deal
The Company has received an
application from Simon Rollason, a director of the Company, to sell
(conditional upon the release of this announcement) Ordinary
Shares. The Company has granted this permission for a period of
three business days provided that Mr Rollason complies with his
PDMR obligations. Mr Rollason has expressed that he intends to
utilise any proceeds from the sale to participate in the Fundraise.
The Company will provide a further update if Mr Rollason notifies
the Company that he has traded any shares in the
Company.
Charles Bray, Chairman of
Aterian, commented:
"We are incredibly grateful to have
the strong support of investors willing to acquire such a
significant stake of the equity in the Company at 0.70p, a
significant premium to the prevailing share price. The investors
recognise that the Aterian story is continuing
to develop along the strategic lines that the directors have
envisioned. This effective placing allows us to progress with our
very exciting plans. We have grown the portfolio in excellent
jurisdictions with a focus on critical metals, lithium and copper.
We have entered into our first (of many intended) joint ventures
with Rio Tinto on a very exciting lithium project in Rwanda, and we
are fast developing copper projects in Morocco and Botswana and a
cash flow generating metals trading business in the fullness of
time. The issue of equity capital via the CLN will provide us with
the funds to achieve our short-term goals and we look forward to
getting our drill programme underway on the Agdz Cu-Ag project in
Morocco in the next few months."
- ENDS -
This announcement contains information which,
prior to its disclosure, was inside information as stipulated under
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310 (as amended).
For further information, please visit the
Company's website: www.aterianplc.com or
contact:
Aterian Plc:
Charles Bray, Executive Chairman - charles.bray@aterianplc.com
Simon Rollason, Director - simon.rollason@aterianplc.com
Financial Adviser and Joint
Broker:
Novum Securities Limited
David Coffman / George Duxberry
Colin Rowbury
Tel: +44 (0)207 399 9400
Joint Broker:
SP Angel Corporate Finance LLP
Ewan Leggat / Adam Cowl
Tel: +44 20 3470 0470
Financial PR:
Bold Voodoo
- ben@baldvoodoo.com
Ben Kilbey
Tel: +44 (0)7811 209 344
Notes to Editors:
About Aterian plc
www.aterianplc.com
Aterian plc is an LSE-listed exploration
and development company with a diversified African portfolio of
critical metals projects.
Aterian plc is actively seeking to acquire and develop new
critical metal resources to strengthen its existing asset base
whilst supporting ethical and sustainable supply chains as the
world transitions to a sustainable, renewable future. 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 has entered into a joint venture
agreement with Rio Tinto Mining and Exploration
Limited for Rio Tinto to earn into the HCK project in
southern Rwanda and holds two further partnerships
in Rwanda exploring and developing
lithium-tantalum-niobium-tin mining operations. Aterian currently
holds a portfolio of multiple copper-silver and base metal projects
in the Kingdom of Morocco, with a total area of 897
km2. In January 2024, the Company announced the
acquisition of a 90% interest in Atlantis Metals. This private
Botswana registered company holds seven mineral prospecting
licences for copper-silver in the Kalahari Copperbelt and three for
lithium brine exploration in the Makgadikgadi Pans region. The
total licence area in Botswana is 4,486 km2.
The Company's strategy is to seek new
exploration and production opportunities across the African
continent and to develop new sources of critical mineral assets for
exploration, development, and trading.