TIDMJAY
RNS Number : 9094Z
Bluejay Mining PLC
16 January 2024
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 AMED. 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 GBP1.2
million (c.GBP1.12m 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 Ordinary Original Total Holding Percentage
Shares Shares subscribed holding if the First holding
Subscribed for in the prior Placing of the
for in Second Placing to the and the enlarged
the First First Second Placing share capital
Placing Placing proceed if the
and the to completion First Placing
Second and the
Placing Second
Placing
proceed
to completion
and the
Settlement
Shares
are issued
Non-Executive
Mike Hutchinson Chairman Nil 12,500,000 1,285,714 13,785,714 0.92
--------------- ------------- ------------------ ----------- ---------------- ---------------
Non-Executive
Rod McIllree Director Nil 12,500,000 78,999,268 91,499,268 6.08
--------------- ------------- ------------------ ----------- ---------------- ---------------
Non-Executive
Troy Whittaker Director Nil 5,000,000 Nil 5,000,000 0.33
--------------- ------------- ------------------ ----------- ---------------- ---------------
Managing
Eric Sondergaard 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 enquiry@bluejaymining.com
Eric Sondergaard
PR & IR Adviser - BlytheRay Tel: +44 (0) 20 7138 3205
---------------------------
Tim Blythe / Megan Ray
---------------------------
Nominated Adviser and Tel: +44 (0) 20 3470 0470
Broker - SP Angel Corporate
Finance LLP
---------------------------
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 Initial notification
/Amendment
------------------------- --------------------------------------
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 Issue of Placing Shares
of the financial
instrument, GB00BFD3VF20
type of instrument
Identification
code
------------------------- --------------------------------------
b) Nature of the Participation in Placing
transaction
------------------------- --------------------------------------
c) Price(s) and Price No. of shares
volume(s) 0.4p 12,500,000
0.4p 12,500,000
0.4p 5,000,000
0.4p 7,500,000
--------------
------------------------- --------------------------------------
d) Aggregated 0.4p 12,500,000
information 0.4p 12,500,000
- Aggregated 0.4p 5,000,000
volume 0.4p 7,500,000
- Price
------------------------- --------------------------------------
e) Date of the 16 January 2024
transaction
------------------------- --------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------- --------------------------------------
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