REG - Chesterfield Res PLC - Issue of Equity & Disposal of Investments

Chesterfield ResourcesAnnouncement

09/10/2025 07:00

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RNS Number : 6311C  Chesterfield Resources PLC  09 October 2025

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JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION.

9 October 2025

Chesterfield Resources plc ("Chesterfield" or the "Company")

 

Subscription to raise £375,192 from UAE based Investors and CAD$900,000
Proceeds from Partial Sale of Investment in Sterling Metals Corp (TSXV:SAG)

Chesterfield Resources plc (LSE: CHF) is pleased to announce that it has
raised gross proceeds of £375,192 via an allotment to Kashif Afzal, a
Director of the Company, of 31,266,000 new ordinary shares ("New Ordinary
Shares") at an issue price of £0.012 per share (the "Issue Price").

Highlights

·    £375,192 raised at a price of £0.012 per New Ordinary Share (the
"Issue Price"), representing a premium of approximately 50% to the closing
mid-market price at 8 Oct 2025. .

·    Purchaser (as defined below) will receive one warrant for each New
Ordinary Share exercisable at £0.02 (the " Warrants"). Warrants are
exercisable for a period of five years from the date of issue.

·    Sale by the Company of 443,000 shares in Sterling Metals Corp
(TSXV:SAG) for approximately a gross consideration of CAD980,000. The Company
will retain 400,000 shares in Sterling Metals.

 

Issuance of the New Ordinary Shares

The Company is currently unable to issue and admit the New Ordinary Shares
without either the publication of an FCA-approved prospectus or relying upon
an exemption to the requirement to issue a prospectus. Consequentially, this
fundraise involves a subscription by Kashif Afzal, a director of Chesterfield,
for the New Ordinary Shares at the Issue Price pursuant to the employee offer
exemption under Article 1(4)(i) and 1(5) (h) of the UK Prospectus Regulation.

Following allotment of the New Ordinary Shares, Kashif Afzal has requested the
Company's broker, Peterhouse Capital, to facilitate the immediate sale of
these New Ordinary Shares and Warrants at the same Issue Price, to purchasers
identified by him (the "Purchasers").

Warrants

Concurrent with the purchase of the New Ordinary Shares, the Purchasers will
receive the Warrants from the Company on a 1:1 basis. The Warrants are
exercisable at £0.02 for a period of 5 years from the date of their issue.

Partial Sale of Investment in Sterling Metals Corp (TSXV:SAG)

Prior to the announcement by Sterling Metals on 29 September of a High Grade
Copper Discovery at the Soo Copper Road Project Chesterfield owned 843,400
shares in Sterling Metals.

The announcement caused a sharp increase in both the price and trading volumes
of Sterling Metals and the Company sold 443,400 shares for a total gross
consideration of approximately CAD980,000.

The intention is to sell the remaining 400,000 shares in an orderly manner at
the opportune time.

Kashif Afzal, Executive Chairman of Chesterfield commented:

"We are delighted to welcome our new strategic investors at a material premium
to our prevailing share price, evidencing their confidence and commitment to
supporting a strategic transformation of Chesterfield.  The investors are led
by an entity affiliated with Arowana (https://arowanaco.com), a leading B Corp
investment group helmed by its founder, Kevin Chin, and includes a family
office connected with a ruling family in the United Arab Emirates.  This
group has previously co-invested in public companies with a view to
transforming their future trajectories. A recent example is VivoPower
International PLC ("VivoPower") which has experienced a share price increase
exceeding 500% over the past 12 months.

 We look forward to working closely with Kevin Chin and the broader group, to
leverage their expansive global rolodex as we seek to unearth new
opportunities for Chesterfield, both in terms of businesses as well as
additional high calibre investors. We will update shareholders as we execute
on any strategic developments.

Chesterfield is also pleased to have sold over half our remaining shares in
Sterling Metals which were received upon the disposal of our Adeline asset.
Sterling has recently announced spectacular drill results at its Soo Copper
Project resulting in a substantial appreciation in its share price and we have
been able to sell into a rising market with good volumes. Further
announcements with regard to Sterling's ongoing drill campaign are expected in
the near future.

As of today's date, we retain 400,000 shares in Sterling Metals and the Board
will look to sell these in due course.

The fundraise together with the partial disposal of our shares in Sterling
Metals means additional cash in the Company of approximately £900,000 with
further proceeds expected from future orderly realisations of shares in
Sterling Metals.

These additional funds, and the arrival of new experienced and committed
shareholders above, will greatly enhance the range and quality of
opportunities and improve upon the potential terms that the Company can
execute. We are excited about the next stage in the journey of Chesterfield."

Admission and Total Voting Rights

The New Ordinary Shares will rank pari passu with the Company's existing
Ordinary Shares. Application will be made to the Financial Conduct Authority
("FCA") and the LSE for the 31,266,000 New Ordinary Shares admitted to the
equity shares (transition) category of the Official List of the FCA and to
trading on the main market for listed securities of London Stock Exchange plc
("Admission"), with Admission expected to occur on or as soon as practical
after 12 October 2025.

On Admission, the Company's issued share capital will comprise 187,594,311
Ordinary Shares, with each Ordinary Share carrying the right to one vote.
Accordingly, the total number of voting rights in the Company will be
187,594,311 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 to their interest in, the Company under the
FCA's Disclosure Guidance and Transparency Rules.

The New Ordinary Shares will represent 16.7% of the new enlarged share capital
of the Company.

Following the issuance of the New Ordinary Shares, the Directors holdings will
be as follows:

 Name                           Number of Shares Held  % of Issued Share Capital
 Juniper International FZ LLC*  25,333,334             13.5
 Paul Ensor                     2,172,841              1.2
 Ajay Kejriwal                  150,000                0.1

 

*Kashif Afzal, Executive Chairman of the Company owns 100% of Juniper
International FZ LLC. The final completion of the sale of the 23,333,334
shares from Polymetal International plc to Juniper International FZ
LLC remains subject to certain regulatory considerations and it is expected
that formal notification will be issued upon completion of the remaining
formalities as announced on 25 September 2023.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information. Upon the publication of this announcement via
a Regulatory Information Service, this inside information is now considered
to be in the public domain.

 

Notification of transactions of directors, persons discharging managerial
responsibilities or connected persons

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Kashif Afzal
 2.  Reason for the Notification
 a)  Position/status                                              Director
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chesterfield Resources Plc
 b)  LEI                                                          213800EF8I2TT767IU35
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of 0.1 pence
     Identification Code                                          GB00BF2F1X78
 b)  Nature of the transaction                                    Off Market Allotment

 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                  1.2 pence per Ordinary Share  31,266,000 Ordinary Shares
 d)  Aggregated information:

     Aggregated volume                                            31,266,000 Ordinary Shares

     Price                                                        1.2 pence per Ordinary Share
 e)  Dates of the transaction                                     8 October 2025

 f)  Place of the transactions                                    London

d)

Aggregated information:

Aggregated volume

Price

 

31,266,000 Ordinary Shares

1.2 pence per Ordinary Share

e)

Dates of the transaction

8 October 2025

 

f)

Place of the transactions

London

 

Enquires

Chesterfield Resources plc

Kashif Afzal, Executive
Chairman
kashif@chesterfieldplc.com

 

Peterhouse Capital
Ltd
+44 (0)20 7469 0930

 

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