Together with

Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• TOGETHER WITH GOWLING WLG* 🤝

• IN OTHER NEWS 🗞

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

I’m super excited about this week's newsletter.

We've partnered with Gowling WLG to go behind the scenes of a public company fundraising — something we've never broken down before.

And there's a lot going on in this one (subscriptions, placings, inside information, market rules...).

This is the kind of thing you won't learn in a university law degree — but you'll need to understand as a trainee (especially if you’re interested in a corporate seat).

Once you’ve read it, I’d love to get your thoughts, using the poll below.

– Idin

P.S. If you want to become a lawyer but avoid uni debt, have a look at Gowling WLG’s legal apprenticeship.

FEATURED REPORT 📰

💷 Inside a £5 million listed company fundraising

What’s going on here?

Gowling WLG has advised Andrada Mining, a UK-listed mining company, on a £5 million fundraising.

The money was raised through a combination of:

• a strategic subscription and

• a placing.

The money raised will go towards increasing production in Namibia, as Andrada looks to optimise its mining project there.

How did the fundraising actually work?

Andrada used two different fundraising routes at the same time: a strategic subscription, and a placing. This allowed them to balance certainty with wider market access.

Here’s what each of those means.

1️⃣ The strategic subscription: The first (and biggest) part of the fundraising came from a new investor, Talent10 Resources, a South African investment company. It agreed to invest £4.5 million into Andrada.

This is sometimes called a “cornerstone investment” — it’s when a specific investor commits upfront to buying a substantial portion of newly issued shares directly from a company (rather than buying existing shares on the market).

For Andrada, this did two key things:

1. It made sure most of the £5 million funding was secured upfront, and

2. It gave other investors confidence to participate.

2️⃣ The placing: Alongside that investment, Andrada raised a further £500,000 through a placing. This is when a listed company raises money by issuing shares to a select group of investors through a broker, rather than offering them publicly.

In this deal, the placing wasn't doing the heavy lifting (most of the money was already secured from the Talent10 subscription). But it let Andrada keep the company connected to its existing investor base.

For the legal team, the focus was making sure both parts of the fundraising happened in the correct sequence, without breaching market rules around inside information.

What is inside information (and why does it matter)?

Once Andrada decided to do the fundraising, even knowing about the fundraising became "inside information".

Inside information is information that:

• hasn't been made public yet,

• relates to the company or its shares, and

• would likely influence investors' decisions if they knew about it.

In this case, the fact that Andrada was planning a fundraising met all three tests.

That meant that anyone who knew about it (including Talent10) wasn't allowed to buy or sell Andrada shares until it was made public.

So the team at Gowling WLG had to choreograph the deal carefully. Talent10 needed to know about the fundraising to agree to invest, but couldn't sign the subscription agreement until the fundraising was announced publicly.

So here’s how the lawyers sequenced the events:

1. Bring Talent10 "inside" by telling them about the fundraising — at which point they can’t buy or sell shares in Andrada

2. Announce the placing publicly at 7am on 26 June 2025 via RNS (Regulatory News Service) — that made the information public and "cleansed the market,” meaning everyone who was inside was no longer restricted anymore (here’s the actual announcement)

3. Only then could Talent10 legally sign the subscription agreement for its shares

4. After that, the placing ran for 24 hours and closed the next morning (here’s that announcement)

That's why the announcement timing mattered. It turned inside information into public information, and allowed the deal to move forward without breaking any market rules.

What did the trainee actually do on this deal?

The trainee involved with this deal, Arianna Lorentzos, helped get the transaction over the line.

Here’s the sort of thing she was doing.

🔍 Verification: One of the main trainee tasks was verification — that means checking that every statement in the marketing materials given to the investors about the fundraise was accurate, complete, and not misleading.

In practice, the verification process meant going through Andrada's investor presentation line by line. For each claim about Andrada's operations, financials, or plans, the trainee had to:

1. Reference the source document that supported it (e.g. financial statements, or technical reports)

2. Check the statement matched what the source said

3. Flag anything that was unclear, out of date, or potentially misleading

This meant checking factual claims could be traced back to source documents, and forward-looking statements were properly qualified with appropriate warnings.

📄 Drafting ancillary documents: Arianna also prepared the board minutes and corporate approvals for each stage of the transaction. Board minutes are the official record of what the company's directors discussed and decided at board meetings.

This included approvals for:

• The fundraising itself

• The issuance of new shares to both Talent10 and the placing investors

• Entry into the subscription agreement and other key documents

These are important because, if corporate approvals aren't properly documented, the transaction could be challenged later. The minutes create the legal record that the board acted correctly and within its powers.

🧑‍💼 Project managing the transaction: There were a lot of moving parts to this fundraising (with the subscription, the market announcements and the placing all taking place against strict time pressure).

It was the trainee’s job to help keep everything on schedule by:

• Tracking multiple versions of documents as they were updated

• Coordinating document signings across different parties

• Flagging any delays that could affect the timetable

Small delays can have knock-on effects, so this role is an important one to make sure everything is completed on time.

What does this deal tell us about the future of mining fundraisings?

Andrada's focus on tin, tantalum, and lithium positions it in a high-demand sector. These minerals are essential for electronics, EV batteries, and renewable energy infrastructure.

But mining exploration companies have a lot of upfront costs before generating any cash. They spend on things like drilling, equipment, staff, and licenses to find minerals and build the infrastructure to extract them. So they need to raise money regularly just to keep operating. And when markets are tough (which they have been in recent times) that becomes harder.

This deal shows how companies are adapting. They’re getting strategic investors (like Talent10) to commit large amounts upfront, giving them certainty and making it easier to attract other investors.

Companies are also doing smaller fundraises more frequently to raise what they need for their next phase of an exploration project. For lawyers, this means handling more transactions per client — smaller in value, but more frequent, each with the same tight timetables and regulatory complexity.

What can aspiring lawyers learn from this transaction?

This deal is a window into how public company fundraisings work in practice.

Here are three key takeaways for future lawyers.

💡 Think about the commercial points (not just legal ones)

The lawyers from Gowling didn't just prepare documents — they made sure the legal structure of the fundraising worked in practice, supporting the commercial aim of getting it over the line.

On fundraisings like this, there’s often business pressure to move quickly. Market conditions can change, and momentum matters. But an overly tight timetable can create risks — for example, by limiting the time available to resolve issues, align documentation across parties, or ensure investors fully understand the structure before committing.

This is why understanding the commercial side matters. You're not just drafting documents to execute decisions others have made. You need to understand the business problems first, then apply legal solutions.

🔒 Even as a trainee, you manage high-stakes information

Between the moment Andrada decided to fundraise and the RNS announcement on 26 June, Gowling managed a critical window where information had to be carefully controlled.

The team maintained insider lists tracking everyone with access to the information. They brought Talent10 "inside" under strict restrictions. Then they carefully timed the announcement to cleanse the market at exactly the right moment, allowing the deal to proceed legally.

This shows just how important information control is on public company deals. During a fundraising, lawyers are responsible for managing who has access to price-sensitive information and when it becomes public. Getting that wrong can delay a transaction, attract regulatory scrutiny, or create serious issues for the company and its directors.

💪 Trainees aren’t passengers on deals like these

The trainee’s work on this deal (like verification, drafting ancillary documents, and project coordination) was critical to getting the transaction over the line. They were trusted with real responsibility from day one.

And in public capital markets, you see the results of your work straight away — when the RNS announcement goes out at 7am and the market reacts, you know your work was part of making that happen.

TOGETHER WITH GOWLING WLG* 🤝

Become a solicitor without spending a penny on uni

Gowling WLG's Legal Apprenticeship Programme is now open for applications.

The firm offers a two-stage pathway:

• Paralegal Apprenticeship: A two-year programme that introduces you to legal work, with hands-on experience in one of the firm's practice areas

• Solicitor Apprenticeship: The next step, where you'll complete your law degree and sit the SQE to qualify as a solicitor

Throughout, you'll be doing real client work, with support from a supervisor and your wider team.

You’ll also earn while you qualify, and graduate debt-free.

• 🎓 Who can apply: 96 UCAS points (A-Levels or equivalent)

• ⏳ Applications close: 16 March 2026

* This is sponsored content

IN OTHER NEWS 🗞

• 🏢 Linklaters has unveiled its new London headquarters. The firm is moving into 20 Ropemaker Street — a 27-storey building where it will occupy 17 floors. The office includes collaborative workspaces, a fitness centre, yoga and spin studios, roof terraces, and a café with City views.

• 🏌️ Peter Jones (from Dragon's Den) has bought American Golf, the UK's largest golf retailer. Jones acquired the business from private equity firm Endless LLP, which picked it up out of administration in 2018 for around £10 million. The retailer now generates £135 million in annual revenue and has 88 stores across the UK and Ireland. Reed Smith advised Jones, while Addleshaw Goddard acted for the seller.

• ⚖️ Müller (the yoghurt brand) is taking HMRC to the Court of Appeal over a corporation tax dispute. The company tried to claim certain tax breaks after transferring its brands to a new partnership in 2013. HMRC blocked it, saying those rules don't allow companies to create tax savings through internal deals. Müller has already lost at two earlier tribunals.

STUFF THAT MIGHT HELP YOU 👌

• 💻️ Free application advice: Check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.

• 📁 Law firm application bank: A growing library of real, verified successful applications for training contracts and vacation schemes. Helpful if you want to learn from others who answered the same questions you’re stuck on.

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