TIDMNMT
RNS Number : 4503U
Neometals Ltd
23 November 2023
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE
UNITED STATES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION NO.
596/2014 (MAR), WHICH IS PART OF ENGLISH LAW BY VIRTUE OF EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
23 November 2023
Neometals Ltd
("Neometals" or "the Company")
Neometals Successfully Closes A$9.0 Million Placement
Innovative battery materials recycler, Neometals Ltd (ACN 099
116 631) (ASX: NMT & AIM: NMT) (NMT or the Company) is pleased
to announce that it has received firm commitments from
sophisticated, professional and institutional investors for its
placement of 47,380,239 new fully paid ordinary shares (New
Shares), raising approximately A$9.0 million (approx. GBP4.7
million ([1]) ) (before costs) (Placement).
Neometals Managing Director Chris Reed commented:
" We are pleased to close the Placement oversubscribed and
welcome the support of new domestic institutions and sophisticated
investors alike. We thank shareholders for their support during the
development and commercialisation of our lithium-ion battery
recycling technology through our Primobius joint venture with SMS
group. Neometals is looking forward to Primobius delivering its
maiden plant to Mercedes-Benz and growing its revenue base and
forward order book for plants supplied under technology licensing
business models. This raising ensures that our flagship business is
funded to deliver its current and anticipated future purchase
orders, whilst continuing the commercialisation of our other
projects through partnerships and technology licensing ."
Placement
A total of 47,380,239 New Shares will be issued under the
Placement at a price of A$0.19 per New Share (Offer Price) under
NMT's ASX Listing Rule 7.1 placement capacity. The total number of
New Shares to be issued under the Placement represents
approximately 8.6% per cent of the Company's existing issued share
capital (prior to the issue of the New Shares).
New Shares issued under the Placement will rank equally with
existing NMT ordinary shares from their date of issue.
Settlement of the Placement is scheduled to occur on Tuesday, 28
November 2023. New Shares issued under the Placement do not have
rights to participate in the Entitlement Offer.
The Company's ordinary shares are expected to resume trading on
the ASX from market open today.
Applications will be made to the ASX and the London Stock
Exchange for the 47,380,239 New Shares to be issued under the
Placement to be admitted to trading on ASX and AIM. It is expected
that admission to trading on ASX (ASX Admission) of the 47,380,239
New Shares will commence on ASX on Wednesday, 29 November 2023 and
that admission to trading on AIM (UK Admission) (together with ASX
Admission, Admission) will become effective and that dealings in
the relevant New Shares will commence on AIM at 8.00am (UK time) on
Wednesday, 29 November 2023.
Following Admission of the New Shares to be issued under the
Placement, the total number of NMT ordinary shares on issue is
expected to be 600,688,176.
Entitlement Offer
Neometals is also undertaking a 1 for 8 pro rata
non-underwritten, non-renounceable entitlement offer to eligible
shareholders in Australia and New Zealand (Eligible Shareholders)
to raise up to approximately A$13.1 million (before costs)
(Entitlement Offer) [2] .
The terms and conditions and further details of how to
participate in the Entitlement Offer will be set out in an
entitlement offer booklet (Offer Booklet) which is expected to be
made available to Eligible Shareholders on Wednesday, 29 November
2023.
Eligible Shareholders as at the Record Date of 5pm (Perth time)
on Friday, 24 November 2023, with a registered address in Australia
or New Zealand, will be invited to participate in the Entitlement
Offer at the Offer Price (being the same price as the Placement).
The Entitlement Offer is expected to open on Wednesday, 29 November
2023, and close at 5pm (Perth time) on Friday, 8 December 2023,
unless extended. As the Entitlement Offer is non-renounceable,
entitlements will not be tradeable or otherwise transferable.
Eligible Shareholders are also offered the opportunity to apply
for additional new shares in excess of their entitlement, at the
Offer Price (subject to compliance with applicable laws and to the
terms set out in the Offer Booklet). [3]
The Offer Booklet will include a personalised entitlement and
acceptance form. Copies of the Offer Booklet will also be available
on the ASX and the Company's website.
Use of funds
Proceeds from the Placement and Entitlement Offer, together with
existing cash on hand, will be primarily used to fund the
following:
-- activities at the Primobius LiB recycling development
-- lithium chemical research development activities
-- vanadium and titanium business units
-- working capital, corporate and Offer costs.
Timetable
The indicative timetable for the Placement and Entitlement Offer
is set out below:
Announcement of the Placement and Entitlement Tuesday, 21 November 2023
Offer
============================
Announcement of the results of the Placement Thursday, 23 November 2023
============================
Trading halt lifted and NMT shares recommence Thursday, 23 November 2023
trading
============================
Record date to determine entitlements 5pm (Perth time) on Friday,
for the Entitlement Offer
24 November 2023
============================
Settlement of Placement Tuesday, 28 November 2023
============================
Issue of New Shares under the Placement Wednesday, 29 November
2023
============================
Entitlement Offer Opening Date Wednesday, 29 November
Offer Booklet and Entitlement and Acceptance 2023
Form made available
============================
Entitlement Offer Closing Date 5pm (Perth time) on Friday,
8 December 2023
============================
Announcement of results of Entitlement Wednesday, 13 December
Offer 2023
============================
Issue of New Shares under the Entitlement Friday, 15 December 2023
Offer
============================
Trading of New Shares issued under the Monday, 18 December 2023
Entitlement Offer
============================
All dates and times are indicative only and subject to change.
NMT reserves the right to amend any or all of these dates and times
subject to the Corporations Act, the Listing Rules and other
applicable laws. In particular, NMT reserves the right to extend
the Closing Date for the Entitlement Offer, to accept late
Applications under the Entitlement Offer (either generally or in
particular cases) and to withdraw the Entitlement Offer without
prior notice. Any extension of the closing date of the Entitlement
Offer will have a consequential effect on the allotment date of New
Shares under the Entitlement Offer.
Euroz Hartleys Limited is acting as the lead manager, bookrunner
and agent of the Company (Lead Manager) in connection with the
Placement and the Entitlement Offer. Cavendish Capital Markets
Limited is acting as co-manager, bookrunner and agent of the
Company (Co-Manager) in connection with the Placement. Herbert
Smith Freehills is acting as legal adviser.
Further details in relation to the Placement and Entitlement
Offer are contained in the equity raising presentation that was
released to the ASX on Tuesday, 21 November 2023 and the Offer
Booklet which is expected to be made available to Eligible
Shareholders on Wednesday, 29 November 2023.
Authorised for release by the Board of Neometals Ltd.
For more information, please contact:
Neometals Ltd
Chris Reed, Managing Director & Chief Executive
Officer +61 8 9322 1182
Jeremy McManus, General Manager - IP & IR +61 8 9322 1182
Cavendish Capital Markets Limited - NOMAD
& Joint Broker
Neil McDonald +44 (0)131 220 9771
Peter Lynch +44 (0)131 220 9772
Adam Rae +44 (0)131 220 9778
Camarco PR + 44(0) 20 3 757 4980
Gordon Poole
Emily Hall
Lily Pettifar
About Neometals
Neometals has developed and is commercialising three
environmentally-friendly processing technologies that produce
critical and strategic battery materials at lowest quartile costs
with minimal carbon footprint.
Through strong industry partnerships, Neometals is demonstrating
the economic and environmental benefits of sustainably producing
lithium, nickel, cobalt and vanadium from lithium-ion battery
recycling and steel waste recovery. This reduces the reliance on
traditional mine-based supply chains and creating more resilient,
circular supply to support the energy transition.
The Company's three core business units are exploiting the
technologies under principal, joint venture and licensing business
models:
-- Lithium-ion Battery ("LiB") Recycling (50% technology) -
Commercialisation via Primobius GmbH JV (NMT 50% equity). All
plants built by Primobius' co-owner (SMS group 50% equity), a
150-year-old German plant builder. Providing recycling service as
principal in Germany and commenced plant supply and licensing
activities as technology partner to Mercedes-Benz. Primobius
targeting first commercial 21,000 tpa plant offer to Canadian
company Stelco in the DecQ 2023;
-- Lithium Chemicals (70% technology) - Commercialising patented
ELi(TM) electrolysis process, co-owned 30% by Mineral Resources
Ltd, to produce battery quality lithium hydroxide from brine and/or
hard-rock feedstocks at lowest quartile operating costs. Co-funding
Pilot Plant trials in 2023 with planned Demonstration Plant trials
and evaluation studies in 2024 for potential 25,000tpa LiOH
operation in Portugal under a 50:50 JV with related entity to
Bondalti, Portugal's largest chemical company; and
-- Vanadium Recovery (100% technology) - aiming to produce
high-purity vanadium pentoxide from processing of steelmaking
by-product ("Slag") at lowest-quartile operating cost. Targeting
partnerships with steel makers and participants in the vanadium
chemical value chain under a low risk / low capex technology
licensing business model.
For further information visit www.neometals.com.au
FORWARD LOOKING STATEMENTS
This document may include forward-looking statements.
Forward-looking statements can generally, but not always, be
identified by the use of words such as "could", "plan", "estimate"
"expect", "intend", "may", "potential", "should" and other similar
expressions, indications and guidance on, future earnings and
financial position and performance are also forward-looking
statements. Although NMT believes that its expectations reflected
in these are reasonable, such statements involve risks and
uncertainties, and no assurance can be given that actual results
will be consistent with these forward-looking statements.
IMPORTANT NOTICE
Not for distribution or release in the United States.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the United
States. This announcement should not be distributed or released in
the United States.
Neither the entitlements nor the New Shares have been, or will
be, registered under the U.S. Securities Act of 1933, as amended
(the U.S. Securities Act) or under the securities laws of any state
or other jurisdiction of the United States. Accordingly, the
entitlements may not be taken up or exercised by, and the New
Shares may not be offered or sold, directly or indirectly, in the
United States or to any person acting for the account or benefit of
any person in the United States (to the extent that the person
holds shares for the account or benefit of a person in the United
States), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S.
Securities Act and applicable securities laws of any state or other
jurisdiction of the United States.
The distribution of this a nnouncement and the offering, placing
and/or issue of the New Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the
Lead Manager or the Co-Manager or any of their respective
affiliates or representatives that would permit an offer of the New
Shares or possession or distribution of this a nnouncement or any
other offering or publicity material relating to such New Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this a nnouncement comes are required by the
Company and the Lead Manager and the Co-Manager to inform
themselves about and to observe any such restrictions.
This announcement is for information purposes only and is
directed at and may only be communicated to persons in member
states of the European Economic Area (EEA) who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (EU Prospectus Regulation) (Qualified Investors). In
addition, in the United Kingdom this announcement is directed at
and may only be communicated to persons who are "qualified
investors" within the meaning of Article 2(e) of the UK version of
the Regulation (EU) 2017/1129 as it forms part of the UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (UK
Prospectus Regulation) and who are also persons (i) who have
professional experience in matters relating to investments and fall
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (Order); (ii) who are high net
worth bodies corporate, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order; or (iii) to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as Relevant Persons). Any investment or investment
activity to which this announcement relates is only available in
the EEA, to Qualified Investors, and in the United Kingdom, to
Relevant Persons, and will be engaged in only with such persons.
Any person in the EEA who is not a Qualified Investor and any
person in the United Kingdom who is not a Relevant Person should
not act or rely on this announcement.
Euroz Hartleys Limited (Euroz) is regulated in Australia by the
Australian Securities & Investments Commission. Cavendish
Capital Markets Limited (Cavendish) is authorised and regulated in
the United Kingdom by the Financial Conduct Authority. Cavendish
and Euroz are acting exclusively for the Company and no one else in
connection with the Placement, the content of this a nnouncement
and other matters described in this a nnouncement. Cavendish and
Euroz will not regard any other person as their respective clients
in relation to the Placement, the content of this a nnouncement and
other matters described in this a nnouncement and will not be
responsible to anyone (including any p lacees) other than the
Company for providing the protections afforded to their respective
clients or for providing advice to any other person in relation to
the Placement, the content of this a nnouncement or any other
matters referred to in this a nnouncement.
[1] Calculated by reference to a GBP:AUD exchange rate of 1:1.90
as at 9:00 a.m. UK time on 20 November 2023
[2] For further details refer to Neometals ASX announcement
headlined "Neometals Launches Placement and Entitlement Offer"
released on 21 November 2023.
[3] Additional New Shares will only be available where there is
a shortfall between applications received from Eligible
Shareholders and the number of New Shares proposed to be issued
under the Entitlement Offer. NMT retains the flexibility to scale
back applications for additional New Shares at its discretion.
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END
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