REG - African Pioneer PLC - £1.8m Fundraising, Directors’ dealings and TVR

African PioneerAnnouncement

02/02/2026 07:00

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RNS Number : 1892R  African Pioneer PLC  02 February 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
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WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF AFRICAN PIONEER PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET
SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE
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PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

2 February 2026

African Pioneer Plc

("African Pioneer", "AFP" or the "Company")

£1.8M Fundraising

Directors' dealings

Issue of Equity and TVR

Dilution of overall Concert Party interest

 

African Pioneer plc the exploration and resource development company with
advanced projects in Namibia, Zambia and Botswana, is pleased to announce a
fundraising of £1,800,000 (the "Fundraising") at 0.90 pence (the "Fundraising
Price") per ordinary share of nil par value ("Ordinary Shares") to facilitate
advancement of its projects focusing on the copper gold projects in Namibia
and for working capital purposes.

 

In addition, as detailed below and to assist the Company in conserving cash
the Company will be issuing new Ordinary Shares to Directors and to settle
accrued fees due to them ("Conversion Shares") and consultants to settle
accrued fees due to them ("Consultant Shares") in both instances at the
Fundraising Price without any warrants.

 

Colin Bird, Executive Chairman of African Pioneer, commented "We would like to
thank existing investors that have supported the company in this Fundraising
and welcome new investors. This Fundraising will allow the Company to focus on
the technical evaluation on the Ongombo and Ongeama licences in Namibia before
proceeding to the feasibility study and if appropriate thereafter, mine
construction.  The Ongombo project has the advantage of 300,000 tonnes of
contained copper with open potential for additional resource. The project is
extremely well located, some 25km from the capital city of Namibia, Windhoek
and has a mining licence in place.

 

In addition, we have highly prospective copper exploration licences in
Northwest Zambia, some 100km from the Ivanhoe Kamoa operating mine.  These
licences are situated in the Western Foreland geological architecture as well
as the Fold and Thrust Belt.  We intend to progress these licences in the
coming dry season.

 

Overall, we are very excited about the prospects of African Pioneer and look
forward to unlocking the potential value we believe exists at Ongombo and
making further progress at our Northwestern Zambian exploration licences.  We
will keep shareholders advised of our progress and results as they arise."

 

Fundraising: The Company has raised £1,800,000 before expenses at the
Fundraising Price through the issue of 200,000,000 new Ordinary Shares (the
"Fundraising Shares") conditional only upon admission of the Fundraising
Shares to listing on the FCA's Official List (Equity Shares (transition)) and
to trading on the main market of the London Stock Exchange ("Admission"). The
Fundraising comprises a placing of 88,111,112 new Ordinary Shares (the
"Placing Shares") for £793,000 at the Fundraising Price (the "Placing"), via
Shard Capital Partners LLP and a direct share subscription by existing
shareholders and Directors (the "Subscription") for 111,888,888 new Ordinary
Shares at the Fundraising Price raising £1,007,000 (the "Subscription
Shares"). The Subscription includes £377,500 for 41,944,444 Subscription
Shares from long term shareholder Jonathan Swann and £90,000 subscribed for
by certain of the Company's Directors as per the table below.

 

 Director           Subscription                           Number of Subscription  Number of Fundraising Warrants

                    Amount                                 Shares
 Colin Bird          £              20,000                       2,222,222              2,222,222
 Raju Samtani        £              20,000                       2,222,222              2,222,222
 Kjeld Thgesen       £              30,000                       3,333,333              3,333,333
 Christian Cordier   £              20,000                       2,222,222              2,222,222
  TOTAL:             £             90,000                        9,999,999              9,999,999

 

 

Pursuant to the Fundraising, in aggregate, 200,000,000 Fundraising Shares will
be issued at the Fundraising Price raising gross proceeds of £1,800,000 for
the Company. The Fundraising Price represents a discount of 10 per cent. to
the closing middle market price of an Ordinary Share of 1.0 pence on 30
January 2026, being the latest practicable date prior to this announcement.
Each participant in the Fundraising will receive one (1) warrant for each
Fundraising Share issued exercisable at 1.6 pence each (the "Warrant Price")
(the "Fundraising Warrants"), which is at a 77.77% premium to the Fundraising
Price, for two years from Admission. The issue of the Fundraising Warrants is
conditional on the passing of a resolution at a General Meeting to allow their
issue. The Company will shortly be issuing a notice of convening of a General
Meeting. The Company is also issuing a warrant to Shard Capital Partners LLP
to subscribe for a total of 2,973,750 new Ordinary Shares exercisable at the
Warrant Price for a period of two years from Admission ("Broker Warrants").
The Broker Warrants are not subject to shareholder approval at the General
Meeting.

 

The Fundraising Shares represent approximately 71.83 per cent. of the
Company's current issued share capital. The Fundraising Shares will be fully
paid and rank pari passu in all respects with the Company's existing
Ordinary Shares.

 

Use of Proceeds: The net proceeds from the Fundraising are planned to be used
in relation to the project activities with the main focus on the Ongombo and
Ongemaa copper gold projects in Namibia, AFP's projects in Zambia and Botswana
and general working capital requirement of the group.

 

Information on the Company's Projects

 

Namibia: Ongombo and Ongeama Resource Development Update

The Company has completed an in-house review of the Ongombo and adjoining
Ongeama copper - gold project and will now undertake a mine development drill
programme to provide final geotechnical data for both open pit and underground
detailed mine design together with resource drilling to confirm orebody
continuity aimed at extending the open pit footprint.

 

Highlights

·     Current escalation in metal prices has warranted a mine design and
plant throughput capacity as project economics have benefitted from
substantial prices rises in all three relevant metals, copper, gold and
silver.

·     Drilling has been proposed to facilitate detailed mine design for
both the Ongombo and Ongeama projects.

Drilling aims to increase the existing Ongombo starter pit (1.0Mt @ Cu 1.33%,
Au 0.17 g/t and Ag 6.3 g/t) with further up-dip extensions to the northeast of
the current pit outline

·     Additional underground resources will benefit from closer spaced
drilling to provide geotechnical data for development planning, confirmation
of the most appropriate underground mining method and a reclassification of
the Mineral Resource.

 

Ongombo - Ongeama Programme

Work will be undertaken within Ongombo mining licence ML240 located within
exploration licence EPL5772 and the Ongeama exploration licence, EPL6011.

 

The original JORC (2012) Mineral Resource Estimate determined a total Resource
of 29 million tonnes at 1.1% CuEq ** Recent studies have also estimated a
starter open pit containing 1.0Mt @ Cu 1.33%, Au 0.17 g/t and Ag 6.3 g/t

 

Work planned comprises the following:

 

·     Ongombo Eastern Shoot is open up-dip from historic drilling. The
proposed drilling will aim to delineate the mineralisation extension to
surface.

·     Ongombo Ost North Shoot has been under-explored. A ground magnetic
geophysical survey will be undertaken following which a provisional drill
programme has been recommended.

·     Ongeama South Project has defined higher grade mineralised shoots
within low-grade envelopes. Two shoots have been targeted to test the up-dip
extension towards surface.

 

Zambia: External Fold and Thrust Belt Exploration

 

·     Ground Geophysics: Additional geophysical surveys planned to better
define drill targets within the 4 exploration licences

·     Drill Programme: Targeting near-surface mineralisation broadly
defined by regional-wide geochemical surveys that highlighted extensive areas
anomalous in copper.

 

Botswana:  The Company is continuing with its review of options and
strategies for these projects in consultation with an external geological
consultant with specific expertise of Botswanan copper geology. The region
represents a significant copper exploration and resource development
destination and as such all exploration ground has potential strategic
importance particularly in the case of African Pioneer which has several
licences in the general area.

 

Director & Consultant Fee Shares:

In accordance with the authority granted at its Annual General Meeting on 25
July 2025, to conserve working capital the Company has agreed to settle
accrued fees at the Fundraising Price. £368,667 of accrued fees owed to
certain Directors are being settled by the issue of a total of 40,962,960 new
Ordinary Shares (the "Conversion Shares") and £40,040 of accrued fees owed to
consultants are being settled by the issue of 4,448,888 new Ordinary Shares
(the "Consultant Shares"). The table below shows the Directors' shareholdings
after the issue of the Fundraising Shares, the Conversion Shares and the
Consultant Shares.

 

 Director                Current shareholding                            Subscription shares                       Accrued Fees  Number of Conversion Shares                 New Shareholding                                    % of Enlarged TVR
 Colin Bird                  24,492,284                                     2,222,222                              £140,000        15,555,555                                      42,270,061                                    8.1%
 Raju Samtani                18,395,061                                     2,222,222                              £116,667        12,962,962                                      33,580,245                                    6.4%
 Christian Cordier           17,222,222                                     2,222,222                              £70,000           7,777,777                                     27,222,221                                    5.2%
 Kjeld Thygesen                1,033,334                                    3,333,333                              £42,000           4,666,666                                       9,033,333                                   1.7%
 James Cunningham-Davis                       -                                            -                       -                                -                                               -                            -
 TOTAL                       61,142,901                                     9,999,999                              £368,667        40,962,960                                    112,105,860                                     21.4%

 

 

Related Party Transactions - Subscription Shares and Conversion Shares

As Colin Bird, Raju Samtani, Christian Cordier and Kjeld Thgesen are directors
of the Company, so related parties for the purposes of the Disclosure Guidance
and Transparency Rules ("DTRs"), the subscription by Directors for the
Subscription Shares and the issue of Fee Conversion Shares to them constitute
a 'material related party transaction' for the purposes of DTR 7.3 (the
"Related Party Transactions"). Accordingly, given the accrued fees are being
settled in ordinary shares to conserve working capital and the Subscription by
Directors provides additional capital for the group's operations, the
independent director, being James Cunningham-Davis, considers the issue of the
Conversion Shares and of the Subscription Shares to be fair and reasonable
insofar as the Company's shareholders are concerned. The Directors to which
Conversion Shares and the Subscription Shares are being issued did not
participate in the approval of, or vote on, such Related Party Transactions.

 

Application to trading: The Fundraising is conditional on Admission.
Application will be made to for the 200,000,000 Fundraising Shares, 40,962,960
Conversion Shares and 4,448,888 Consultant Shares (together the "New Shares")
to be listed on the FCA's Official List (Equity Shares (transition)) and
admitted to trading on the main market the London Stock Exchange. It is
expected that Admission will become effective and that dealings in the New
Shares will commence at 8.00 a.m. on 16 February 2026.

 

Total Voting Rights: Following the issue of the New Shares the Company's total
issued share capital will consist of 523,832,444 Ordinary Shares with voting
rights.  The Company does not hold any Ordinary Shares in treasury and
accordingly there are no voting rights in respect of any treasury shares.

 

On Admission, the abovementioned figure of 523,832,444 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.

 

Concert Party:  As disclosed at Part XVII of the Company's prospectus dated
26 May 2021 for the purposes of the City Code on Takeovers and mergers (the
"City Code") certain persons holding in aggregate an interest in >50 per
cent. of the Company's then issued share capital were deemed to be acting in
concert. Over the years the interest of the Concert Party was diluted to less
than 50 per cent. But more than 30 per cent.

 

As a result of this Fundraising and the issue of the Conversion Shares and the
Consultant Shares and the recent sale by concert party member Tiger Alpha Plc
of all their shares in the Company, on Admission the aggregated Concert Party
interest in the enlarged issued share capital of the Company (as enlarged by
the issue of the Fundraising Shares, Conversion Shares and the Consultant
Shares) will be diluted to 26.82 per cent. Accordingly, given the aggregate
Concert Party interest will be below the 30 per cent. level any future
purchase by a Concert Party member that could take the interest of the Concert
Party above 30 per cent. would trigger an obligation to make a mandatory
takeover offer under Rule 9 of the City Code. If a Concert Party member is in
any doubt about the current position, it should consult the Company and seek
their own financial advice from an appropriately authorised stockbroker, bank
manager, solicitor, accountant or other independent financial adviser who, if
taking advice in the United Kingdom, is duly authorised under the Financial
Services and Markets Act 2000 ("FSMA").

 

An offer under Rule 9 of the City Code must be made in cash and at the highest
price paid by the person required to make the offer, or any person acting in
concert with him, for any interest in shares of the Company during the 12
months prior to the announcement of the general offer.

 

 

For further information, please contact:

 African Pioneer Plc

 Colin Bird Executive Chairman                   +44 (0) 20 3416 3695

 Beaumont Cornish Limited (Financial Adviser)

Roland Cornish / Asia Szusciak

                                               +44 (0) 20 7628 3396

 AlbR Capital Limited (Joint Broker)

 Jon Belliss                                     +44 (0) 20 7399 9425

 Shard Capital Partners LLP (Joint Broker)

 Damon Heath                                     +44 (0) 20 7186 9952

 

or visit   https://africanpioneerplc.com/

 

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is Financial Adviser to the
Company in relation to the matters referred herein. Beaumont Cornish Limited
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 Beaumont Cornish Limited, or
for providing advice in relation to the contents of this announcement or any
matter referred.

 

 

Qualified Person

 

The technical information contained in this announcement has been reviewed,
verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK
Certified Mine Manager and Director of African Pioneer plc, with more than 40
years' experience mainly in hard rock mining.

 

 

Glossary

 

A 'Mineral Resource' is a concentration or occurrence of solid material of
economic interest in or on the Earth's crust in such form, grade (or quality),
and quantity that there are reasonable prospects for eventual economic
extraction. The location, quantity, grade (or quality), continuity and other
geological characteristics of a Mineral Resource are known, estimated or
interpreted from specific geological evidence and knowledge, including
sampling. Mineral Resources are sub-divided, in order of increasing geological
confidence, into Inferred, Indicated and Measured categories.

 

An 'Indicated Mineral Resource' is that part of a Mineral Resource for which
quantity, grade (or quality), densities, shape and physical characteristics
are estimated with sufficient confidence to allow the application of Modifying
Factors in sufficient detail to support mine planning and evaluation of the
economic viability of the deposit.

 

An 'Inferred Mineral Resource' is that part of a Mineral Resource for which
quantity and grade (or quality) are estimated on the basis of limited
geological evidence and sampling. Geological evidence is sufficient to imply
but not verify geological and grade (or quality) continuity. It is based on
exploration, sampling and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill
holes.

 

"Au"    Gold

"Cu"    Copper

"CuEq*" A copper price of US$9,100 and a gold price of US$2,300 were used for
the purposes of calculating a copper equivalent grade

"g/t"    grammes per tonne

"Kt"      thousand tonnes

"Mt"    million tonnes

 

 

 

 

 

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