REG - Cobra Resources PLC - Posting of GM Notice & Proposed Rule 9 Waiver

Cobra ResourcesAnnouncement

17/02/2025 16:45

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RNS Number : 4105X  Cobra Resources PLC  17 February 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

17 February 2025

 

Cobra Resources plc

("Cobra" or the "Company")

 

Posting of GM Notice & Proposed Rule 9 Waiver

 

Cobra (LSE: COBR)
(https://www.londonstockexchange.com/stock/COBR/cobra-resources-plc/company-page)
, the mineral exploration and development company advancing a potentially
world-class ionic Rare Earth Elements discovery at its Boland Project in South
Australia, announces that the circular including notice of a General Meeting
("GM") (the "GM Notice") will be published and posted to Shareholders today in
connection with the fundraising announced on 26 November 2024. The GM will
take place on 4 March 2025 at 9.00am at the offices of Orrick, Herrington
& Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN, United Kingdom.

 

The GM Notice will be available today on the Company's website
at www.cobraplc.com (http://www.cobraplc.com) .

 

The GM Notice will today be submitted to the Financial Conduct Authority via
the National Storage Mechanism and will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Proposed Rule 9 Waiver

 

One resolution to be proposed at the GM (Resolution 1 in the GM Notice, the
"Rule 9 Waiver Resolution") seeks approval of a waiver of the mandatory offer
provisions set out in Rule 9 of the Takeover Code to be put to Independent
Shareholders (being Shareholders other than those who are members of the
concert party comprising the original vendors to Cobra of the Wudinna Gold and
Rare Earth Project in 2019, including David Clarke, the Company's executive
director of business development and asset marketing, and parties acting in
concert with them (the "Concert Party")) via a poll.

 

On 26 November 2024, the Company announced that it had conditionally raised
proceeds of £1.7 million before expenses through placements of 73,311,910 new
ordinary shares (the "Tranche 1 Placing Shares"); 7,992,438 new ordinary
shares (the "Tranche 2 Placing Shares"); and 66,521,740 ordinary shares (the
"Tranche 2 Conditional Placing Shares"), respectively at a price of 1.15 pence
per Ordinary Share, representing a discount of approximately 11.5 percent to
the closing middle market price per Ordinary Share on the Main Market of the
London Stock Exchange on 25 November 2024.

 

The Tranche 1 Placing Shares were issued within the Company's existing
headroom under the Prospectus Regulation Rules (the "PPRs") and included
support by new and existing Shareholders.

 

Due to the Tranche 1 Placing being oversubscribed, 7,992,438 Ordinary Shares
were designated as Tranche 2 Placing Shares and, given that they fall outside
of the Company's existing headroom under the PPRs, were conditional on
Shareholder approval and the publication of a secondary prospectus.

 

Additionally, the Company received commitments from certain members of the
Concert Party, to subscribe, in cash, for the Tranche 2 Conditional Placing
Shares, thereby increasing their combined ownership of Cobra from 219,261,101
Ordinary Shares to 285,782,841 Ordinary Shares, representing an increase to
their combined holding of 27.41 percent to 32.55 percent of the Enlarged
Issued Share Capital. In total, the Concert Party have committed to invest
£765,000 at the Placing Price subject to Shareholder approval at a general
meeting. The issue of the Tranche 2 Conditional Placing Shares is conditional
upon the approval of Independent Shareholders of the Rule 9 Waiver Resolution,
which is to be taken on a poll, in order for the Concert Party to increase
their aggregate holding, and the publication of a secondary prospectus (as
explained in the GM Notice).

 

One of the purposes of the GM Notice is to provide Shareholders with an
explanation of the Rule 9 Waiver Resolution and to give Shareholders the
information required under the Takeover Code.

 

The Independent Directors, who have been so advised by Cairn Financial
Advisers LLP ("Carin"), consider the Rule 9 Waiver Resolution, including the
maximum controlling position which it will create and the effect which this
will have on Shareholders generally, to be fair and reasonable and to be in
the best interests of the Independent Shareholders and the Company as a whole.
In providing its advice to the Independent Directors, Cairn have taken account
of the Independent Directors' commercial assessments.

 

The members of the Concert Party are considered related parties on the basis
their respective holdings are greater than 5%. Accordingly, the participation
by members of the Concert Party in the Placing is deemed a related party
transaction as defined under DTR 7.3. The Independent Directors consider the
participation by the members of the Concert Party in the Placing to be fair
and reasonable insofar as the Company's Shareholders are concerned.

 

The voting results of all the resolutions put before the GM including the Rule
9 Waiver Resolution will be announced to the market following the GM.

 

A further announcement will be made regarding the timing of the publication of
the secondary prospectus to facilitate the issue of, inter alia, the Tranche 2
Placing Shares and the Tranche 2 Conditional Placing Shares will be made in
due course.

 

Further details of the Rule 9 Waiver Resolution which will be put to
Independent Shareholders at the GM are set out in the GM Notice.

 

Terms used but not defined in this announcement shall have the meaning given
to them in the GM Notice.

 

The Rule 9 Waiver Resolution is to be proposed as an ordinary resolution,
requiring a simple majority of the Independent Shareholders present in person
or by proxy to vote in favour in order for it to be passed.

 

- Ends -

 

Enquiries:

 

 Cobra Resources plc                           via Vigo Consulting

 Rupert Verco (Australia)                      +44 (0)20 7390 0234

 Dan Maling (UK)

 Cairn Financial Advisers LLP

 Emily Staples                                 +44 (0)20 7213 0897

 Ludovico Lazzaretti                           +44 (0)20 7213 0884

 SI Capital Limited (Joint Broker)             +44 (0)1483 413 500

 Nick Emerson

 Sam Lomanto

 Global Investment Strategy (Joint Broker)     +44 (0)20 7048 9437

 James Sheehan                                 james.sheehan@gisukltd.com

 Vigo Consulting (Financial Public Relations)  +44 (0)20 7390 0234

 Ben Simons                                    cobra@vigoconsulting.com

 Kendall Hill

 Anna Stacey

 

The person who arranged for the release of this announcement was Rupert Verco,
Managing Director of the Company.

 

About Cobra

 

In 2023, Cobra discovered a rare earth deposit with the potential to re-define
the cost of rare earth production. The highly scalable Boland ionic rare earth
discovery at Cobra's Wudinna Project in South Australia's Gawler Craton is
Australia's only rare earth project amenable for in situ recovery (ISR) mining
- a low cost, low disturbance method enabling bottom quartile recovery costs
without any need for excavation or ground disturbance. Cobra is focused on
de-risking the investment value of the discovery by proving ISR as the
preferred mining method and testing the scale of the mineralisation footprint
through drilling.

 

Cobra's Wudinna tenements also contain extensive orogenic gold mineralisation,
including a 279,000 Oz gold JORC Mineral Resource Estimate, characterised by
low levels of over-burden, amenable to open pit mining.

 

Regional map showing Cobra's tenements in the heart of the Gawler Craton

 

 

 

 

Follow us on social media:

 

LinkedIn: https://www.linkedin.com/company/cobraresourcesplc
(https://www.linkedin.com/company/cobraresourcesplc)

X: https://twitter.com/Cobra_Resources (https://twitter.com/Cobra_Resources)

 

Engage with us by asking questions, watching video summaries and seeing what
other shareholders have to say. Navigate to our Interactive Investor hub here:
https://investors.cobraplc.com/ (https://investors.cobraplc.com/)

 

Subscribe to our news alert service:
https://investors.cobraplc.com/auth/signup
(https://investors.cobraplc.com/auth/signup)

 

 

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