TIDMKEFI
RNS Number : 6715I
Kefi Gold and Copper PLC
20 April 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
20 April 2022
KEFI Gold and Copper plc
("KEFI" or the "Company")
Firm and Conditional Placing to raise GBP8 million and Issue of
Warrants
KEFI Gold and Copper (AIM: KEFI), the gold exploration and
development company with projects in the Federal Democratic
Republic of Ethiopia and the Kingdom of Saudi Arabia, is pleased to
announce an oversubscribed fundraising to raise gross cash proceeds
of GBP8.0 million through a Firm Placing of 550,000,000 new
ordinary shares of 0.1 pence each in the capital of the Company
("Ordinary Shares") at a price of 0.8 pence per Ordinary Share (the
"Placing Price") to raise GBP4.4 million (the "Firm Placing") and a
Conditional Placing of 450,000,000 new Ordinary Shares at the
Placing Price to raise GBP3.6 million (the "Conditional Placing")
(together, the "Placing"), arranged by Tavira Securities Limited
("Tavira").
Firm Placing
The Company will raise GBP4.4 million through the issue of
550,000,000 new Ordinary Shares (the "Firm Placing Shares") at a
placing price of 0.8 pence per Ordinary Share.
Application has been made to the London Stock Exchange for
admission of the Firm Placing Shares to trade on AIM ("Admission")
and it is expected that Admission will become effective and that
dealings in the Firm Placing Shares will commence at 8.00 a.m. on
or around 25 April 2022 ("Admission").
The Placing Price represents a discount of 25% against the
ten-day VWAP to 19 April 2022, being the date prior to the release
of this announcement.
Conditional Placing
Conditional on shareholder approval at a General Meeting of the
Company (the "General Meeting") to be convened in due course, the
Company will raise a further GBP3.6 million through the issue of
450,000,000 Ordinary Shares (the "Conditional Placing Shares",
together with the Firm Placing Shares, the "Placing Shares") at the
Placing Price. The Conditional Placing is subject to the passing of
certain resolutions at the General Meeting.
Shareholders are reminded that because the Conditional Placing
is conditional, among other things, on the passing of the
resolutions to be proposed at the General Meeting, should the
resolutions not be passed, the Conditional Placing will not
proceed.
Use of Proceeds
The gross Placing proceeds of GBP8.0 million ("Gross Proceeds")
will mainly be used to fund the following:
-- selected development activities at the Company's Tulu Kapi
Gold Project ("Tulu Kapi") which will continue as authorised by the
Ethiopian Government, particularly with a view to confirming
security conditions are conducive for full project launch and
financial close at the end of Q2 2022;
-- commencement of additional exploration works at satellite
deposits in the Tulu Kapi District, Ethiopian Government
permitting, in order to implement longstanding plans designed to
expand or extend production and uplift the community benefits and
the economics of the Tulu Kapi development still further;
-- to contribute the Company's share of exploration at the
Hawiah Gold and Copper Project ("Hawiah"), with a view to
increasing the existing resources of 24.9 million tonnes at 0.90%
copper, 0.85% zinc, 0.62 g/t gold and 9.81 g/t silver. In addition,
funds will enable further work at the adjacent Al Godeyer licence
areas following the highly encouraging results as announced in Q1
2022, which suggested the potential for another discovery similar
to Hawiah; and
-- for general working capital purposes.
Investor Warrants and Warrant Trigger Event
Conditional on shareholder approval at the General Meeting, the
Company will grant one warrant per two Placing Shares at an
exercise price of 1.6 pence ("Warrants") exercisable for a period
of two years from Admission of the Conditional Placing Shares.
The Company has elected that the Warrants will become
exercisable if, during a two-year period following the date of
Admission, the on-market share closing price of the Ordinary Shares
for five consecutive days reaches or exceeds 2.4 pence (being a 50%
premium on the Warrant exercise price) (the "Warrant Trigger
Event").
If the Warrant Trigger Event occurs then:
(i) the holders of the Warrants must exercise the Warrants
within 30 days from the occurrence of the Warrant Trigger Event;
and
(ii) the Warrants will expire following the end of the 30-day
period referenced above if not exercised.
If the Warrant Trigger Event has not occurred within two years
following the date of admission of the Conditional Placing Shares,
then the Warrants shall lapse and will no longer be capable of
being exercised.
The Warrants will be issued in certificated form and will not be
admitted to trading on AIM. The Warrants will be transferable in
accordance with the terms of the Warrant instrument to be entered
into by the Company. Any Ordinary Shares issued pursuant to the
Warrants will, when issued, be admitted to trading on AIM.
The Warrants, along with those issued in January 2022, may raise
a further GBP14.3 million, at the 1.6 pence exercise price,
assuming that all investors exercise their warrants. It is expected
that these funds will be sufficient to fund any necessary KEFI
equity capital subscription in its subsidiary Tulu Kapi Gold Mines
Share Company required as part of the broader identified US$356
million Tulu Kapi development funding syndicate.
These equity funds are in addition to the KEFI equity capital
contribution which had already been conditionally arranged with
convertible note investors and the equity amounts which will have
been historically invested prior to financial close. Details of the
composition of the identified funding syndicate can be found in
prior Company announcements and also in the corporate presentation
uploaded to the Company's website on 4 April 2022.
The proposed timing for Tulu Kapi financial close remains the
end of Q2 2022 with all being parties to be asked to sign up to the
normal binding commitments and the associated conditions and
sequence for disbursement of funds for a transaction of this
nature.
General Meeting
A circular convening the General Meeting to be held during May
2022 will be circulated shortly. The General Meeting will propose
resolutions to shareholders to grant the board authority to allot
the Conditional Placing Shares on a non-pre-emptive basis, and to
grant the Warrants. Once published, the circular will be available
to download from the Company's website at www.kefi-minerals.com. It
is important that shareholders lodge their votes in advance of the
General Meeting through submission of their proxy votes.
Harry Anagnostaras Adams, Chairman of KEFI Gold and Copper
commented:
"The Placing is to reinforce the rapid advancement of our three
advanced projects in Ethiopia and Saudi Arabia. The Placing Shares,
combined with the exercise of the Warrants and those from the
placing announced on 21 December 2021, are intended to provide an
additional c. GBP22.3 million (c. US$29 million) of share capital,
designed not only to complete the last piece of the planned Tulu
Kapi project financing package of c. US$356 million, but also build
on the ongoing success we are seeing in our exploration programmes
in Saudi Arabia.
"In Ethiopia our subsidiary has historically invested
approximately US$70 million in the Tulu Kapi project and we are now
at the stage to increase development and also exploration
activities, as allowed by the Government authorities, to
demonstrate both our good faith and to also show that security is
appropriate for full project launch from mid-2022. This is very
important as we have now conditionally lined up all the equity and
debt funds required for full development project financing and the
finance syndicate is keen to work very closely with the Government
to ensure security and all regulatory clearances are in order.
"For our two projects in Saudi Arabia, Hawiah Copper-Gold and
Jibal Qutman Gold, we must contribute our 30% share to the joint
venture to ensure that we accelerate the drilling and development
studies on our significant discoveries.
"At the recently granted Al Godeyer Licence we will look to
undertake further drilling on identified targets which have yielded
rock chip grades of up to 1.8% copper and 7.2g/t gold from surface
trenching . KEFI remains optimistic that discoveries here are
similar to those reported for the adjacent Hawiah deposit, which
itself remains subject to further extensive exploration in 2022 as
the existing resources remain open and additional targets have been
identified.
"At our Jibal Qutman Gold Project, our joint venture is also
optimistic of receiving a Mining Licence this year and this capital
raise will ensure the Company is well positioned to meet its share
of preliminary development planning for the low-cost/quick-to-start
heap leach operation.
"We have the opportunity to build substantial value from
de-risking and advancing the three projects. The Company's internal
NPV (8% after tax) on the three projects (at current metal prices
as at 18 April 2022) indicates a combined NPV of 12 pence per
share, after dilution from the Placing announced today. Therefore,
we know that there is considerable merit in putting the capital in
the ground and pushing the Company towards its goal of becoming a
mid-tier gold and copper producer."
Placing Agreement
The Company has appointed Tavira (the "Broker") as its agent
pursuant to the terms of a placing agreement executed on 19 April
2022 (the "Placing Agreement").
The Company has agreed to pay the Broker certain commissions and
fees, some of which will be satisfied through the grant of
75,000,000 warrants over KEFI ordinary shares (the "Broker
Warrants"), subject to shareholder approval, at the General
Meeting, in connection with its appointment. Each Broker Warrant
will entitle the Broker to subscribe for one new KEFI ordinary
share at a price of 0.80 pence per share, exercisable for a period
of three years from the date of Admission of the Conditional
Placing Shares.
Total Voting Rights
Application has been made to the London Stock Exchange for
Admission of the Firm Placing Shares to trade on AIM and it is
expected that Admission will become effective and that dealings in
the Firm Placing Shares will commence at 8.00 a.m. on or around 25
April 2022. Following Admission of the Firm Placing Shares, the
total issued share capital of the Company will consist of
3,489,119,050 Ordinary Shares each with voting rights. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total
number of voting rights in the Company will be 3,489,119,050 and
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 in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Market Abuse Regulation (MAR) Disclosure
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.
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman) +357 994 57843
John Leach (Finance Director) +357 992 08130
SP Angel Corporate Finance LLP (Nominated Adviser
and Joint Broker) +44 (0) 20 3470 0470
Jeff Keating, Adam Cowl
Tavira Securities Limited (Broker) +44 (0) 20 7100 5100
Oliver Stansfield, Jonathan Evans
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630
Tim Metcalfe, Florence Chandler
Further information can be viewed at www.kefi-minerals.com
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
No public offering of the securities referred to herein is being
made in any such jurisdiction or elsewhere.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The
Placing Shares have not been approved, disapproved or recommended
by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada, Japan, New Zealand, the Republic of South
Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Regulation
(EU) 2017/1129 (as supplemented by Commission Delegated Regulation
(EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979) as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation").
No action has been taken by the Company, Broker or any of their
respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. The distribution of this Announcement, and
the Placing and/or the offer or sale of the Placing Shares, may be
restricted by law in certain jurisdictions. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
Members of the public are not eligible to take part in the
Placing. This Announcement is for information purposes only and is
directed only at: (a) persons in Member States of the European
Economic Area ("EEA") who are qualified investors within the
meaning of article 2(e) of the Prospectus Regulation (EU)
2017/1129; (b) in the United Kingdom, qualified investors within
the meaning of Article 2(e) of the UK Prospectus Regulation who are
persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) are persons falling within article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc")
of the Order; and (c) otherwise, persons to whom it may otherwise
lawfully be communicated, (all such persons in (a), (b) and (c)
together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so.
This Announcement may contain, and the Company may make, verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the
industry in which it operates, may differ materially from those
made in or suggested by the forward looking statements contained in
this Announcement and/or information incorporated by reference into
this Announcement. The information contained in this Announcement
is subject to change without notice and except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto, or any changes in events, conditions or
circumstances on which any such statements are based, except where
required to do so under applicable law.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
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END
IOEEAFLNFLFAEAA
(END) Dow Jones Newswires
April 20, 2022 02:10 ET (06:10 GMT)
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