Represented Joint Brokers on Anglesey Mining Plc Equity Fundraising and Debt Restructuring

Represented joint brokers Canaccord Genuity Limited and WH Ireland Limited as part of Anglesey Mining Plc’s equity fundraising and debt restructuring. Anglesey is an AIM listed company engaged in exploring and developing its Parys Mountain property in Anglesey, Wales, which hosts a significant polymetallic zinc, copper, lead, silver and gold deposit. The equity fundraising comprised a placing and separate subscription for new ordinary shares, with the net proceeds to be applied towards advancing the Parys Mountain project through further technical activities, as well as other general working capital expenses of the company. As part of the transaction, Anglesey also undertook a debt restructuring, through a restructuring and partial conversion into further new ordinary shares of its existing working capital debt facility with its largest shareholder, Juno Limited. Nick Heap led the team on this transaction assisted by Cameron Sutton and Sebastian Clark. 

Advised Metals Exploration Plc on a Reduction of Capital and Capital Reorganisation

Advised Metals Exploration Plc on a reduction of capital as a part of a capital reorganisation of the company. Metals is an AIM listed company that is engaged in mineral resource exploration and development in the Philippines. The reduction of capital has restructured the company’s balance sheet to eliminate accumulated losses on the company’s profit and loss account, providing the company with flexibility to pay dividends and/or make distributions to shareholders in the future. The capital reduction was approved by the High Court of England and Wales on 19 July 2022 and subsequently registered at Companies House thereafter. As a part of the capital reorganisation, the entire share capital of the company was subdivided into New Ordinary shares and Deferred shares, with the Deferred shares and the entire existing Share Premium Account of the company being subsequently cancelled. The capital reduction has created a pool of distributable reserves which can now be used in the future to absorb losses and/or effect distributions or other returns of value to shareholders.

Nick Heap, Partner in the U.K. Capital Markets team, led the transaction assisted by William Bainbridge (Associate Solicitor) and Cameron Sutton (Solicitor – qualified in Western Australia).

Advised Silverwood Brands Plc on Acquisition of Balmonds Skincare Limited, Admission to AQSE Growth Market

Advised Silverwood Brands Plc in connection with its acquisition of Balmonds Skincare Limited and the contemporaneous admission of the enlarged group to trading on the AQSE Growth Market. Total consideration for the acquisition amounted to up to £8 million. (For more information, see the 23 June 2022 announcement.)

Advised AIM-Quoted Oil and Gas Exploration Company, Baron Oil Plc, on an Equity Fundraising

Advised Baron Oil Plc on its recent oversubscribed equity fundraising by way of a placing and subscription. Allenby Capital Limited acted as the Company’s broker in connection with the fundraising.

Baron Oil is an independent AIM-quoted oil and gas exploration company which currently holds exploration acreage in the U.K. and Timor-Leste. 

The majority of the net proceeds of the fundraising will be applied towards activities in relation to the Company’s operations in Timor-Leste, namely the TL-SO-19-16 PSC (Chuditch) project, where the Company is focused on setting up a potential two-well drilling campaign for Chuditch in 2023. In addition, the Company will apply some of the net proceeds from the fundraise towards progressing key decision points on the Company’s UK P2478 Licence project situated in Inner Moray Firth.

Joan Yu, head of the U.K. Capital Markets team, led the transaction assisted by Cameron Sutton (Solicitor – qualified in Western Australia) and Sebastian Clark (paralegal).

Advised Empyrean Energy Plc on £7.623 Million Fundraising

Advised Empyrean Energy Plc as part of its £7.623 million fundraising to complete funding requirements for a Chinese offshore drilling project. The team acted for Empyrean in entering in a convertible loan agreement with an investment fund based in Melbourne, Australia. Together with an equity placing to raise £3.623 million, the proceeds complete Empyrean’s funding requirements (on a dry hole basis) for the drilling of the Jade prospect at the company’s 100% owned Block 29/11 permit, offshore China.

Advised VSA Capital Limited in Connection with Rule 2.7 Announcement

Advised VSA Capital Limited in connection with the Rule 2.7 announcement for the recommended cash offer by Inform Information Systems Limited for the entire issued, and to be issued, ordinary share capital of Universe Group plc to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (Acquisition). VSA Capital is the financial adviser to Professional DataSolutions, Inc. and Inform for the acquisition.

Advised Silverwood Brands Plc on Placing, Admission to AQSE Growth Market

Advised Silverwood Brands Plc, a special purpose acquisition company (SPAC), on its successful placing and admission to trading on the Access Segment of the AQSE Growth Market. Silverwood is focused on identifying investment opportunities of premium consumer brands in the food, organic food, wellness, lifestyle and leisure sectors.

Acted for Restaurant Franchising Business on Reverse Takeover and Readmission to AIM Market

Advised a pizza restaurant and delivery franchise in Poland on its acquisition of a competing business in Poland, its readmission to AIM and an associated equity fundraising.

Advised VSA Capital Group plc on Admission to the AQUIS Growth Market

A step forward in VSA Capital Group plc’s growth strategy, Armstrong Teasdale advised VSA Capital on the admission of its ordinary shares to trading on the Access segment of the Aquis Stock Exchange Growth Market.

Advised on Admission to Trading, £17 Million Fundraising

Advised Samarkand Group PLC, a cross-border e-commerce technology and retail group, on the admission of its ordinary shares to trading on the APEX segment of the Aquis Stock Exchange Growth Market in the U.K. The significantly oversubscribed fundraising was scaled up from its original £10 million target to accommodate demand from institutional and qualified investors. The final amount raised was £17 million (before expenses) at an issue price of 115 pence per share. The net proceeds will be used primarily for the expansion of Samarkand’s business development activities and to progress the Nomad platform, its proprietary software platform.

Joint Venture Restructuring and Related Fund Raising

Advised an LSE-listed mining company in the restructuring of its joint venture in Canada, and $3 million fundraising through convertible notes and shares.

Advised on the Public Takeover of an AIM-Quoted Oil and Gas Company

Advised AIM-quoted oil and gas exploration company in connection with the acquisition of all its outstanding securities by way of a scheme of arrangement under English law.

Advised on the Reverse Takeover of an AIM-Quoted Oil and Gas Company and the Acquisition of Egyptian Oil and Gas Assets

Advised AIM-quoted oil and gas company in its acquisition of oil and gas interests in Egypt, contemporaneous reverse takeover and equity fundraising.

Successful Fundraising for Oil and Gas Company

Advised AIM-quoted oil and gas development company with interests in China, Indonesia and the United States in connection with its successful fundraising by way of a subscription of new ordinary shares and open offer.

Advised an Oil and Gas Company on its Introduction to AIM

Advised an exploration and production oil and gas company on its introduction to AIM.

£34 Million AIM Share Subscription and Placements

Advised on share subscription and placements for a U.K. natural resources company listed on the AIM Market of the London Stock Exchange.

Represented Sponsor and Financial Adviser on Class 1 Disposal

Acted for sponsor and financial adviser on the proposed Class 1 Disposal of a Main Market-listed online value retail and education business. The proposed transaction comprised the disposal of a leading supplier of resources/equipment to schools in the U.K. and overseas for a gross consideration of £50 million.

Acted for Adviser and Broker on €10 Million Equity Fundraising

Acted for the financial adviser and broker to a clinical stage biopharmaceutical company on a €10 million equity fundraising.

Represented Adviser and Broker on Readmission of Oil and Gas Company to AIM Market

Acted for the financial adviser and broker on the readmission of a U.K.-based oil and gas company to the AIM market of the London Stock Exchange, as well as a series of preadmission fundraisings, raising gross proceeds of £12.5 million.

Advised a Major International Petrol Forecourt Retailer on Acquisition of Majority Stake in Second-Largest U.K. Motorway Service Operator

Served as lead English law corporate adviser to long standing client with a growing presence in the U.K. and U.S., in connection with its acquisition of a majority stake in the second-largest U.K. motorway service operator, which attracts an estimated 85 million motorway customers per annum.

Advised a SPAC on its Admission to the Standard Segment of the Main Market

Advised a SPAC on its admission to the standard segment of the Main Market.

$26.5 Million Fundraising for Oil and Gas Company

Advised long-standing oil and gas client in connection with $26.5 million fundraising, via an accelerated bookbuild. The fundraising also comprised an open offer to existing shareholders.

Advised AIM-Quoted Energy Company in £2.7 Million Open Offer

Advised AIM-quoted energy resource exploration and development company in connection with recently completed open offer to shareholders to raise up to £2.7 million.

Advised AIM-Quoted Oil and Gas Explorer and Producer on Institutional Placing

Advised AIM-quoted oil and gas explorer and producer in connection with placing and open offer to raise £4.1 million. The proceeds were allocated to accelerate the company’s growth strategy.

Advised Gold Exploration and Development Company on AIM Admission

Advised gold exploration and development company on its admission to trading on AIM.

£17.5 Million Return of Cash for AIM-Quoted Oil and Gas Exploration Company

Advised AIM-quoted oil and gas exploration company on the return of cash (approx. £17.5 million) to shareholders following a sale of its flagship Sugarloaf asset in Texas.

Advised Petrol Retailer on Dual Listing and €91.7 Million Fundraising

Advised petrol retailer on the English law aspects of its application to dual list on the AIM market of the London Stock Exchange and ESM of the Irish Stock Exchange and contemporaneous €91.7 million placing.

£450 Million Rights Issue

Advised a multinational online payments company in a £450 million rights issue, listed on the London Stock Exchange and sold to U.S. investors in a Rule 144A offering.

$8 Billion+ Bond Offerings

Advised a British multinational brewing and beverage company in multiple bond offerings totaling in excess of $8 billion in proceeds.

£100 Million Rights Offering

Advised the placement agents in the £100 million share rights offering for a leading U.K. retailer. 

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