Key points
- Allocated 1,160,000 offer shares at NOK 10 per share, raising approx. NOK 11,600,000 in gross proceeds.
- Settlement is expected on or about 6 September 2022, with allocation notices distributed around 2 September 2022.
- Executive Chairman Ståle Rodahl was allocated 50,000 shares via Storfjell AS, bringing his stake to 208,400 shares (1.5%).
- CEO Ståle Monstad was allocated 10,000 shares, bringing his holding to 15,370 shares (0.1%), with Fearnley Securities AS acting as Managers.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release by Green Minerals (the
«Company») on 01 September 2022 regarding the intention to carry out a private
placement (the «Private Placement») of new shares in the Company.
The Company is pleased to announce that the Private Placement has been
successfully placed, and that it has allocated subscriptions for 1,160,000 offer
shares (the «Offer Shares») at a subscription price per share of NOK 10 (the
«Offer Price»), raising approx. NOK 11,600,000 in gross proceeds.
Notification of allocation, including settlement instructions are expected to be
distributed by the Managers on or about 02 September 2022, with settlement on or
about 6 September 2022.
DVP settlement will be facilitated by existing and unencumbered shares in the
Company being borrowed by the Managers from Green Energy Group (Seabird
Exploration plc) pursuant to a share lending agreement between such parties and
the Company, meaning that shares so settled will be tradable from allocation.
The Managers will settle the share loan with a corresponding number of new
shares in the Company which has been resolved issued by the Board pursuant to
the authorisation granted at the Company’s Extraordinary General Meeting on 30
May 2022.
The following allocation have been given to primary insiders in the Company at
the same terms as other investors:
- Executive Chairman of the Board Ståle Rodahl, through his wholly owned company
Storfjell AS, has been allocated 50,000 shares. Following the transaction, he
will own 208,400 shares in the Company representing 1.5% of the issued share
capital after completion of the Private Placement.
- CEO Ståle Monstad has been allocated 10,000 shares. Following the transaction,
he will own 15,370 shares in the Company representing 0.1% of the issued share
capital after completion of the Private Placement.
The Board, together with the Company’s management and the Managers, has
considered various transaction alternatives to secure new financing. Based on an
overall assessment, considering inter alia the need for funding, execution risk
and possible alternatives, the Board has on the basis of careful considerations
decided that the Private Placement is the alternative that best protects the
Company’s and the shareholders’ joint interests. Thus, the waiver of the
preferential rights inherent in a share capital increase through issuance of new
shares is considered necessary.
Fearnley Securities AS acted as Managers for the Private Placement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by
Sveinung Alvestad, CFO of Green Minerals, on 01 September 2022 at 21.41 CET.
For additional information, please contact: Ståle Monstad, CEO, +47 915 54 644
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. Important information: The
release is not for publication or distribution, in whole or in part directly or
indirectly, in or into Australia, Canada, Japan or the United States (including
its territories and possessions, any state of the United States and the District
of Columbia). This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the «US Securities Act»). The securities may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the US Securities Act. The Company does not intend to register any portion of
the offering of the securities in the United States or to conduct a public
offering of the securities in the United States. Copies of this announcement are
not being made and may not be distributed or sent into Australia, Canada, Japan
or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The Manager is acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter referred to
in this release.
