Chesterfield Resources PLC Publication of Prospectus (5326E)

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RNS Number : 5326E

Chesterfield Resources PLC

07 July 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

7 July, 2021

Chesterfield Resources Plc/ EPIC: CHF / Market: LSE / Sector: Mining

Publication of Prospectus

Chesterfield Resources plc ("Chesterfield Resources" or the "Company") is pleased to announce the publication of a prospectus, as approved by the Financial Conduct Authority, (the "Prospectus"). in connection with the Placing, announced on 1 and 2 July, and the Acquisition announced on 19 May, 16 June and 1 and 2 July 2021.

A total of 8,000,000 Placing Shares in connection with the Placing and 10,089,199 Consideration Shares in connection with the acquisition of the Adeline copper project will be admitted to trading and admission of the Placing Shares and Consideration Shares is expected to take place at 8.00 a.m. on Monday, 12 July 2021 ("Admission"). The Placing and the Acquisition are conditional, inter alia, on Admission.

Further information is set out in the Prospectus, which can be accessed electronically from the Company's website at https://www.chesterfieldresourcesplc.com/investors/reports-documents/

Unless otherwise defined herein, terms defined in the previous announcements have the same meanings herein.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA ("DTRs"), the Company confirms that, following Admission, and assuming issue of the Consideration Shares in respect of the Acquisition (both as defined in the previous announcements), its issued share capital will comprise 120,000,311 Ordinary Shares, each of which carries the right to vote, with no Ordinary Shares held in treasury. 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 under the DTRs.

About Chesterfield Resources

Chesterfield Resources is a copper-focussed exploration company with a project in Cyprus and the proposed new Adeline copper project in Labrador, Canada. contingent, among other things, upon Admission. Upon completion of the acquisition of the Adeline project, Altius will become a strategic partner, with a 10% holding in the Company, and 20p Warrants over a further 10% of the Company (both holdings calculated prior to dilution through the Placing).

The exploration team is led by two highly experienced industry geologists Neil O'Brien, formally SVP Exploration & New Business Development, Lundin Mining, and Dave Cliff, previously Head of Exploration Europe, Rio Tinto.

The Adeline copper project is located within the western half of the Central Mineral Belt, a 260 km long metal-rich belt located in Central Labrador, eastern Canada. The Adeline property is comprised of ten contiguous mineral licenses totalling 29,725 ha (297.25 km2), covering the full extent of the Seal Lake basin, approximately 40km long by 10 km wide geological structure which contains some 250 copper prospects. The project is close to the regional service hub of Goose Bay. The province is well-served by infrastructure and is considered low risk for the mining industry with good ESG credentials.

The Seal Lake basin has seen extensive regional exploration over the years resulting in a rich exploration database. Trenching and channel sampling has established the presence of laterally continuous high-grade copper beds. However there has been relatively little drill testing, largely due to the lack of road access. Where sulphide mineralization becomes massive the grades are extremely high, commonly 10-30% Cu due to the high tenor of chalcocite-bornite.

An initial field season will investigate prospects and more specific field-based targeting methods based upon a re-evaluation and re-modelling of the regional exploration datasets with the latest visualization software tools and with expert consultants who have decades of experience in this belt. This is expected to generate a significant pipeline of quality drill targets to test for significant extents of high-grade copper-silver mineralized grey beds.

In Cyprus the Company holds the largest mineral exploration licence area of any operator on the island. Cyprus is regarded as a high-quality exploration location. It is a member of the EU, and its legal system is based on English common law. An opportunity exists because there has been minimal exploration activity on the island in the last 46 years since the invasion by Turkey in 1974 put a halt to what had been a very active mining industry.

The current focus of exploration is in the Troodos West group of licences belonging to the Company, with around 30 defined targets in an area measuring 10km by 10km. The objective is to discover several VMS (volcanogenic massive sulphide) deposits in close proximity to each other to create a mining project with a centralised processing unit.

While copper is the main exploration target, it is noteworthy that gold was not historically exploited in Cyprus . Gold has been encountered in several locations in the exploration target area and is an important part of the exploration objective.

In December 2020, Polymetal International, the FTSE100 mining group, made a 23% investment in Chesterfield Resources via a placing of new shares, as strategic backing for the Company's project in Cyprus.

The Company announced high grade polymetallic results from its late season 2020 drilling campaign and is now engaged in an enlarged integrated 2021 geophysics, percussion and diamond drilling exploration campaign.

Chesterfield Resources is committed to world-class environmental standards in all of its operations to mine copper, which is essential to developing clean technology projects worldwide. The Company hopes to develop

industry and opportunities for the benefit of Canada and the   Republic of Cyprus. 

Chesterfield Resources has embarked on a strategy of acquisition to take advantage of the mega-trend of electrification and copper demand. Further acquisitions are expected to significantly enlarge its exploration footprint.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**S**

For further information, please visit www.chesterfieldresourcesplc.com or contact:

Chesterfield Resources plc:

   Martin French, Executive Chairman                      Tel:  [phone] 
   Panmure Gordon (UK) Limited (Joint Broker):      Tel:  [phone] 

John Prior & Hugh Rich

Fox-Davies Capital Limited (Joint Broker):

   Daniel Fox-Davies                                                Tel: +44 ( 0)20 3884 8450 

IMPORTANT NOTICES

No action has been taken by the Company, Panmure Gordon, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and sole bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing and Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

None of the Group, Panmure Gordon, or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Group may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement.

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July 07, 2021 12:48 ET (16:48 GMT)