REG - Cobra Resources PLC - Proposed Placing

Cobra ResourcesAnnouncement

19/10/2022 16:00

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RNS Number : 4568D  Cobra Resources PLC  19 October 2022

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND IS NOT A
PROSPECTUS NOR AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.

 

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(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION,
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Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except solely on the basis of the
information contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the "Prospectus"). A
copy of the Prospectus, when published, will be made available for inspection
on the Company's website at https://cobraplc.com/investors/
(https://cobraplc.com/investors/) and will be submitted to the National
Storage Mechanism maintained by the FCA and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

19 October 2022

 

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

 

Proposed Placing

 

Conditional Placing to fast-track rare earth and gold resource growth through
further drilling

 

Cobra, a gold, rare earth and IOCG exploration company focused on the Wudinna
Project in South Australia, announces a conditional placing (the "Placing") of
86,666,668 ordinary shares of nominal value one pence each in the capital of
the Company (the "Placing Shares") at a price of 1.5 pence per Placing Share
(the "Placing Price"), raising gross proceeds of approximately £1,300,000.

 

The Placing Shares will be issued with warrants attached on the basis of one
warrant for every two Placing Shares, with each placing warrant entitling the
holder to acquire one new Ordinary Share at an exercise price of 3.0 pence.

 

Cobra has engaged Shard Capital Limited ("Shard Capital") to act on behalf of
the Company in a joint broker capacity. The Placing was arranged by SI Capital
Limited ("SI Capital"), Shard Capital, Peterhouse Capital Limited ("Peterhouse
Capital"), and Taylor Collison Limited ("Taylor Collison"), each in its
respective capacity as a joint broker to the Company.

 

The Placing is conditional, inter alia, on the publication of the Prospectus.
It is anticipated that the Prospectus will be published shortly and a further
announcement concerning Prospectus publication, closing of the Placing, and
the date for admission of the Placing Shares to trading on the standard
segment of the Official List of the FCA and to trading on the main market for
listed securities of London Stock Exchange plc ("Admission"), will be made in
due course.

 

Directors' participation in the Placing

All of the Directors have agreed to subscribe for Placing Shares at the
Placing Price. The number of Placing Shares subscribed for by each of these
Directors pursuant to the Placing, and their resulting shareholdings on
Admission, are set out below:

 

 Director      Number of Existing Ordinary Shares  Number of New Ordinary  Shares subscribed for in the Placing   Number of Ordinary Shares held  Percentage of enlarged share capital on Admission

on Admission
 David Clarke  41,445,376                          3,333,333                                                      45,636,165                      8.90%
 Greg Hancock  -                                   400,000                                                        400,000                         0.08%
 Rupert Verco  -                                   333,332                                                        333,332                         0.07%
 Dan Maling    675,000                             400,000                                                        1,075,000                       0.21%

 

Substantial Shareholders' participation in the Placing

The substantial shareholders noted below (together the "Substantial
Shareholders"), have agreed to subscribe for Placing Shares at the Placing
Price. The number of Placing Shares subscribed for by the Substantial
Shareholders pursuant to the Placing, and their resulting shareholdings on
Admission, are set out below:

 

 Substantial Shareholder            Number of Existing Ordinary Shares  Number of New Ordinary Shares subscribed for in the Placing  Number of Ordinary Shares held  Percentage of enlarged

on Admission
share capital on Admission*
 Penn Nominees Pty Ltd (Melbourne)  41,445,376                          3,333,334                                                    47,810,082                      9.32%
 Craig P Ball and Suzanne K Ball    41,445,376                          3,333,333                                                    45,636,166                      8.90%

 

Cobra is a company incorporated in England and Wales with company number
11170056. The Ordinary Shares are registered with ISIN GB00BGJW5255, SEDOL
code BGJW525 and TIDM COBR.

 

Greg Hancock, Chairman of Cobra, commented:

 

"Since Cobra's re-listing in 2019, the Company has made notable exploration
progress. During the first half of this year, Cobra defined significant gold
mineralisation outside the Company's existing mineral resource and a province
scale clay hosted rare earth opportunity, whilst expanding its land holding in
the world-class Gawler Craton.

 

The Company, with the help of this fundraising, remains focused on
capitalising on the exceptional opportunity to develop a unique multi-mineral
resource in a tier-1 mining jurisdiction, with rare earth metals considered
key to global decarbonisation, and gold widely recognised as a valuable and
stable commodity.

Funds being raised through this Placing will enable us to fast track our rare
earth resource growth and continue to advance our existing gold mineral
resource through strategic exploration work, which should generate significant
shareholder value. This is an exciting time for Cobra and its shareholders."

Use of funds

 

The net Placing proceeds (the "Proceeds") are estimated to be approximately
£1,180,000. It is anticipated that at least £1,010,000 of the Proceeds will
be committed to additional exploration activities in relation to the rare
earth opportunities at the Wudinna Project.  In particular, the Proceeds will
be applied to:

 

Extensive Rare Earth Elements ("REE") Expansion Drilling: Cobra's
forward-looking approach to resource development is aimed at systematically
advancing both REE and gold resource growth. The Company plans to execute an
extensive 10,000m aircore programme aimed at doubling the footprint of known
REE mineralisation at Clarke and Thompson, infill to improve resource
confidence, and advance priority target areas such as Bradman, Lilliee and
Anderson that have gold in calcrete signatures and are identified as being
prospective for ionic clay hosted REE mineralisation.

RC Resource Definition Drilling: 5,000m of follow-up drilling is planned,
aimed at expanding gold and REE resources at Clarke with follow-up drilling
targeting depth, and further along strike extensions to gold mineralisation.
Additionally, near resource drilling will be completed at Barns to test
northwestern gold in calcrete anomalies. Cobra will also test supportive
indications for additional gold mineralisation from aircore drilling and
provide quantitative samples for further metallurgical rare earth recovery
testing.

Mineral Speciation and Recovery Testwork: the framework for a comprehensive
multi-stage optimisation study is being developed to improve the
extractability of high-value REEs at Thompson, Clarke, and Baggy Green
prospects among others.

Re-negotiation of Native Title Agreement: the current working native title
agreement with the Barngarla People lies with Peninsula Resources Limited. A
new agreement enabling the Company to continue exploration within Barngarla's
traditional land is expected to be negotiated.

Pipeline Target Advancement: advancing a number of gold, REE and IOCG targets
through refined geophysics. Cobra has successfully implemented Loupe TEM to
advance REE prospectivity, and a ground gravity survey of IOCG targets 4 and 5
is planned, as well as electromagnetics surveys to advance camp scale
prospects east of the Clarke prospect. Funds will also be applied to advance
the 100% owned Wudinna tenements to maiden drill testing.

 

The balance of the proceeds of the Placing will be used by the Company for
general working capital purposes.

 

For further information please contact:

 

 Cobra Resources plc                            via Vigo Consulting

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

 Dan Maling (UK)

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

 Nick Emerson

 Sam Lomanto

 Shard Capital Limited (Joint Broker)           +44 (0)20 7186 9952

 Erik Woolgar

 Damon Heath

 Peterhouse Capital Limited (Joint Broker)      +44 (0)20 7469 0932

 Duncan Vasey

 Lucy Williams

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

 Ben Simons

 Charlie Neish

 Kendall Hill

 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
Cobra.

 

For the purposes of UK MAR, the person who arranged for the release of this
announcement was Rupert Verco, Managing Director of the Company.

 

About Cobra:

 

Cobra is defining a unique multi-mineral resource at the Wudinna Project in
South Australia's Gawler Craton, a tier one mining and exploration
jurisdiction which hosts several world-class mines. Cobra's Wudinna tenements,
totalling 3,261 km(2), contain extensive orogenic gold mineralisation and are
characterised by potentially open-pitable, high-grade gold intersections, with
ready access to infrastructure. Cobra has 22 orogenic gold targets outside of
a current 211,000 Oz JORC Mineral Resource Estimate. In 2021, Cobra discovered
rare earth mineralisation proximal to and above gold mineralisation. The
grades, style of mineralogy and intersect widths are highly desirable while
the mineralisation has been demonstrated to be regionally scalable. The
Company is also advancing a pipeline of IOCG targets.

 

Follow us on social media:

 

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

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

 

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

 

Important Legal Information

 

SI Capital, Shard Capital and Peterhouse, which are each authorised and
regulated in the UK by the FCA, and Taylor Collison, which holds an Australian
Financial Services Licence in Australia, are acting solely and exclusively for
the Company and no one else in connection with the Placing or Admission and
will not regard any other person(s) as a client in relation to the Placing or
Admission.

 

None of the Joint Brokers will 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 Admission or any transaction, matter, or
arrangement referred to in this announcement.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.

 

The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"). The securities referred to in this announcement may not be offered or
sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. There will be no public offer of securities in the United States or in
any other jurisdiction.

 

This announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any Ordinary Shares or any other securities, nor shall it (or any part of
it), or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.

 

This announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about Cobra. In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future. No
representation or warranty is made or will be made that any forward-looking
statement will come to pass. The forward-looking statements in this
announcement speak only as at the date of this announcement.

 

The information in this announcement is subject to change. Persons viewing
this announcement should ensure that they fully understand and accept the
risks which will be set out in the Prospectus.

 

Persons considering making investments should consult an authorised person
specialising in advising on such investments.

 

Each of Cobra and its respective affiliates as defined under Rule 501(b) of
Regulation D of the Securities Act, expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statements
contained in this announcement and disclaims any obligation to update its view
of any risks or uncertainties described in this announcement or to publicly
announce the results of any revisions to the forward-looking statements made
in this announcement, whether as a result of new information, future
developments or otherwise, except as required by law.

 

Neither the contents of Cobra's website nor or any websites accessible by
hyperlinks on Cobra's website are incorporated by reference into, and do not
form part of, this announcement.

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