NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED. 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021) 

Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector: Mining

22 March 2023

Zinnwald Lithium plc ("Zinnwald Lithium" or the "Company")

Retail Offer via PrimaryBid

·   Zinnwald Lithium announces a retail offer via PrimaryBid;

·   The Issue Price for the Retail Shares is 10.41 p per Retail Share, representing a premium of 25.4 per cent to the closing price on 21 March 2023;

·   Investors can access the PrimaryBid Offer by visiting PrimaryBid and downloading the PrimaryBid mobile app;

·   Investors may also be able to take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms. Subscriptions through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   There is a minimum subscription of £250 per investor in the PrimaryBid Offer;

·   No commission is charged by PrimaryBid on applications to the PrimaryBid Offer.

PrimaryBid Offer

Zinnwald Lithium plc, the German focused lithium development company, is pleased to announce a retail offer for subscription via PrimaryBid of new ordinary shares of £0.01 each in the Company (the "Retail Shares") at a price of 10.41 pence per share (the "Retail Offer") representing a premium of 25.4 per cent to the closing price on 21 March 2023.

As separately announced today, the Company has secured its first industrial cornerstone investor, AMG Advanced Metallurgical Group N.V ("AMG"), which will be subscribing for a 25% shareholding in the Company (the "AMG Subscription").  The AMG Subscription shall be via the issue of new ordinary shares of £0.01 each in the Company ("New Ordinary Shares") at a price of 10.41 pence per New Ordinary Share (the "Placing Price").  Existing substantial shareholders Henry Maxey and Mark Tindall will also be subscribing for new ordinary shares at the Placing Price to maintain their pre-existing shareholdings ("Substantial Shareholders Subscriptions"). 

Alongside these subscriptions, the Company is also conducting a non-pre-emptive Placing of new ordinary shares to new and existing eligible institutional and professional investors, as well as two Directors of the Company (the "Placing Shares"). The Placing will be conducted via an accelerated bookbuild (the "Bookbuild"). The AMG Subscription, the Substantial Shareholders Subscription, the Placing, and the Retail Offer (together the "Fundraising") are anticipated to raise gross proceeds of a minimum of £14 million.

The net proceeds from the Fundraising (the "Fundraising Proceeds") will be used to advance the Company's wholly owned Zinnwald Lithium Project in Germany (the "Project") towards a value optimised bankable feasibility study ("BFS") for lithium hydroxide ("LiOH") and continue to explore the potential to expand the size and scope of the Project.

Application will be made to the London Stock Exchange plc for the admission of the Retail Shares and the Placing Shares to trading on AIM. 

Settlement for the Retail Shares and Admission is expected to take place on or around 8.00 a.m. on 29 March 2023. The Retail Offer will not be completed without the AMG Subscription, the Substantial Shareholders Subscription and the Placing also being completed.  The Retail Offer is conditional, among other things, on Admission becoming effective and the Placing Agreement entered into by the Company not being terminated in accordance with its terms prior to Admission. 

The Retail Offer

Whilst the Placing has been structured as a non-pre-emptive offer, the Company values its retail investor base and recognises the importance of pre-emption rights in the UK listed company environment and is therefore pleased to provide retail investors the opportunity to participate in the Company's equity fundraising alongside the Placing. The Company will prioritise existing shareholders in the Company when finalising the Retail Offer to the extent it is able.

Investors may participate in the Retail Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also be able to subscribe to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their retail broker, wealth manager or investment platform. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer will be open to retail investors with immediate effect following release of this Announcement. The Retail Offer is expected to close at 8 p.m. on 22 March 2023. The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is important to note that once an application for the Retail Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid on enquiries@primarybid.com. 

The Retail Shares, will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid and will rank pari passu in all respects with the Company's existing ordinary shares, including, without limitation, the right to receive dividends and other distributions declared, made or paid after the date of issue.

For further information contact:

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available through PrimaryBid.

It is a term of the Retail Offer that the total value of Retail Shares available for subscription at the Placing Price does not exceed €8 million or equivalent. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. 

The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Shares are subscribed for, will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via PrimaryBid. 

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Shares and any investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Retail Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt. 

IMPORTANT NOTICES 

This announcement (the Announcement) has been issued by and is the sole responsibility of the Company.

No action has been taken by the Company, PrimaryBid or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Retail Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.  Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. 

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States or the district of Columbia (collectively, the "United States"), Australia, Canada, Japan, the Republic of South Africa, Singapore or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved. 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa, Singapore or any other jurisdiction in which the same would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. No public offering of the Retail Shares is being made in any such jurisdiction.

The Retail Shares have not been and will not be registered under the Securities Act, or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold or resold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or any other jurisdiction of the United States.  The Retail Shares are being offered and sold only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S. All potential subscribers to the Retail Shares (the "Subscribers") and all prospective beneficial owners of the Retail Shares must, now and at the time the Retail Shares are subscribed for, be outside the United States and subscribing for the Retail Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S. 

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements.  The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of the COVID-19 pandemic, economic and business cycles, geopolitical developments, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industry.  Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its Directors, their respective affiliates and any person acting on their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Market Abuse Regulation, the rules of the London Stock Exchange or the FCA.

This Announcement does not constitute a recommendation concerning any Subscriber's investment decision with respect to the Retail Offer. The price of shares and any income expected from them may go down as well as up and Subscribers may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Subscriber or prospective Subscriber should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The Company has taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. The Company accepts responsibility accordingly.

It should be remembered that the price of securities and the income from them can go down as well as up.

END