TIDMASP
RNS Number : 3075A
African Pioneer PLC
01 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW.
For Immediate Release
1 June 2021
African Pioneer Plc
("African Pioneer", "APP" or "the Company")
Admission to Trading on the London Stock Exchange
The Directors of African Pioneer, a company engaged in
development of the natural resources exploration projects in
Sub-Saharan Africa, are pleased to announce that the Company's
entire Enlarged Issued Share Capital comprising 189,459,550
ordinary shares of zero par value each in the capital of the
Company ("Ordinary Shares") will today be admitted to the Official
List (Standard Segment) and to trading on the Main Market for
listed securities of the London Stock Exchange ("Admission").
Dealings in the New Ordinary Shares will commence at 08.00 a.m. (UK
time) with ISIN IM00B8C0HK22 and TIDM Code "AFP".
On Admission, the abovementioned 189,459,550 Ordinary Shares may
be used by shareholders in the Company 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, African
Pioneer under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
Colin Bird, Chairman of APP, commented:
"We are very pleased to have successfully concluded a GBP1.75M
placing at 3.5p per Ordinary Share, acquired a suite of
geologically attractive and geographically diversified copper
projects in Namibia, Zambia and Botswana in Southern Africa and
completed the Admission process. We also welcome copper producer
Sandfire Resources Limited who are listed on the Australian Stock
Exchange and capitalised at approximately A$1.2 billion as a 15%
shareholder. The Company is excited to commence its exploration
activities on its newly acquired projects in a region renowned for
copper and looks forward to updating shareholders as it works to
progress its projects all of which are highly prospective and
provide the opportunity to add significant value to the portfolio
".
Corporate Overview and Strategy
The Directors of APP have identified suitable assets in the
mining sector based in Zambia, Namibia and Botswana and entered
into share purchase agreements to acquire the following three
companies:
1) Zamcu Exploration Pty Ltd ("Zamcu") , which via its
subsidiaries holds 70 per cent. interest in the two Namibia
Exclusive Prospecting Licenses ("EPLs") located within the
Matchless amphibolite Belt of central Namibia ("Namibian
Projects");
2) African Pioneer Zambia Limited ("APZ") , which holds 100 per
cent. interest in the Zambian Prospecting Licenses (PLs) located in
two areas namely the Central Africa Copperbelt (Copperbelt), which
comprises four PLs and the Zambezi area which comprises one PL
("Zambian Projects"); and
3) Resource Capital Partners Pty Ltd ("RCP") , which holds 100
per cent. interest in the Botswana Prospecting Licenses ("PLs")
located in two areas namely (1) the Kalahari Copperbelt (KC), which
comprises six PLs and (2) the Limpopo Mobile Belt (Limpopo), which
comprises two PLs ("Botswanan Projects") (together the "Projects")
(the "Subsidiaries") (together the "Group").
Accordingly, as from Admission the Group will be engaged in
development of the natural resources exploration projects in
Sub-Saharan Africa, The Company's' main focus at Admission will be
on evaluating and advancing the Namibian and Zambian Projects as
the Botswanan Projects are subject to the Conditional Botswana
Licence Sale Agreement as described below.
The Botswana Projects have been acquired at an attractive
purchase price of GBP350,000, as although unexplored, they are
located in an highly prospective area for copper projects and it
was the Company's original intention to conduct an initial 18 month
exploration work programme to assess the prospectively of the
Botswanan Projects and assess the best way of developing them.
However, whilst working on the Admission, the Company was
approached by Sandfire Resources Limited, listed on the Australian
Stock Exchange and capitalised at approximately A$1.2 billion
("Sandfire"), who have a large established presence in the Kalahari
Copperbelt, with a proposal to acquire the Botswanan Projects. The
Company has seen this as an opportunity for Sandfire to take over
ownership and responsibility for the exploration stage of the
Botswanan assets whilst allowing the Group to share in the
potential upside should the exploration ultimately be successful in
establishing a mineable reserve. Accordingly, on 12 March 2021 the
Company entered into a conditional licence sale agreement with
Sandfire (the "Conditional Botswana Licence Sale Agreement") under
which the Company guaranteed the sale to Sandfire following
Admission of all the Botswanan Licences in return for a payment at
completion of the Conditional Botswana Licence Sale Agreement of
US$1,000,000 with US$500,000 in cash and US$500,000 by the issue of
107,271 Sandfire Shares (which will not be subject to any trading
restrictions). Sandfire has the in-country infrastructure and
technical expertise and financial resources to accelerate the rate
of expenditure on the Botswanan assets by agreeing to fund a
minimum of US$1 million of expenditure (compared to the Group's 18
month budget of US$176,000) and the proceeds from the sale to
Sandfire will allow the Group to concentrate its increased
financial resources and its management capabilities on its
remaining two projects in Namibia and Zambia. In addition, as part
of the relationship with Sandfire, they have agreed to come in as a
cornerstone investor into the Company making a US$500,000
investment in the Company as described below.
The Conditional Botswana Licence Sale Agreement is conditional
inter alia on ministerial consent and applicable competition
approval in Botswana. Upon these conditions precedent being met the
Botswana licences will no longer form part of the Group. However,
if the conditions precedent of the Conditional Botswana Licence
Sale Agreement are not met by the long stop date of 30 September
2021 or such later date as agreed by the parties then the Botswana
licences will remain part of the Group.
Separately, Sandfire has subscribed for US$500,000 of interest
free unsecured loan notes convertible upon Admission into Ordinary
Shares constituting 15 per cent. of the Company's enlarged issued
share capital on Admission. Sandfire will also have the right to
nominate a director to the Board of the Company whilst their
shareholding remains at or above that level and to participate in
all future share offerings or subscriptions so as to maintain its
shareholding at 15 per cent. in the Company.
The Company's short to medium term strategic objectives are to
enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or
through joint venture or other arrangements (such as sale of the
Botswanan Projects to Sandfire) with a view to establishing the
Projects can be economically mined for profit. With a positive
global outlook for both base and precious metals, the Directors
believe that the Projects provide a base from which the Company
will seek to add significant value through the application of
structured and disciplined exploration.
The funds raised on Admission will provide the Group with
sufficient money to undertake the exploration and assessment of the
Company's licences in Namibia and Zambia and also in Botswana were
the Conditional Botswana Licence Sale Agreement conditions not to
be met before its long stop date of 30 September 2021 for at least
18 months. Details of these work programmes are set out in the
Prospectus. As noted above, if the disposal of the Botswanan
Projects to Sandfire proceeds, then the funds which would otherwise
have been reserved for those projects will be available for the
development of the Namibian and Zambian Projects and/or further
acquisitions as and when any may be identified.
Further information about the Company is set out in the
Prospectus, which is available on the Company's website at
www.africanpioneerplc.com and on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Defined terms in this announcement which are not defined herein
shall have the same meanings as in the Prospectus.
For further information please contact:
African Pioneer Plc
Colin Bird, Executive Chairman +27 726 118 724
Beaumont Cornish (Financial Adviser)
Roland Cornish +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated by the FCA, is acting solely for the
Company and no-one else in connection with the Admission and will
not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Admission and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Admission or any other matter referred to herein.
Beaumont Cornish has not authorised the contents of, or any part
of, this announcement and no liability whatsoever is accepted by
Beaumont Cornish nor does it make any representation or warranty,
express or implied, for the accuracy or completeness of any
information or opinion contained in this announcement or for the
omission of any information.
Novum Securities Limited ("Novum"), which is authorised and
regulated by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matter referred to herein. Novum has not
authorised the contents of, or any part of, this announcement and
no liability whatsoever is accepted by Novum nor does it make any
representation or warranty, express or implied, for the accuracy or
completeness of any information or opinion contained in this
announcement or for the omission of any information.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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