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RNS Number : 4647T Cobra Resources PLC 15 November 2023
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.
15 November 2023
Cobra Resources plc
("Cobra" or the "Company")
Result of Accelerated Bookbuild
Fully subscribed at 11% premium to share price
Strong support from directors, management, and original project vendors
Net proceeds to facilitate acquisition of remaining 25% of Wudinna Project and
advancement of Boland ionic rare earth discovery
Cobra (https://cobraplc.com/) , an exploration company focused on the Wudinna
Gold and Rare Earth Project in South Australia, announces that, following
yesterday's announcement of the launch of the Placing via the Bookbuild, the
Company will raise the maximum amount of £991,300, before expenses, through
the issue of 99,130,000 new ordinary shares of 1 pence each in the capital of
the Company (the "Placing Shares") (being the Company's maximum available
headroom under its existing authorities to issue and allot shares).
The issue price of 1 pence per Placing Share represents a premium of 11% to
the mid-market closing price of the Company's shares on 14 November 2023. Each
Placing Share will be issued with a warrant attached, with an exercise price
of 2 pence (the "Warrants"). Any exercise of the Warrants will be subject to
the approval of shareholders at a General Meeting. Further details of the
General Meeting will be set out in a circular to be published in due course
(further information below).
The net proceeds from the Placing will be used to satisfy the Cash
Consideration for the acquisition of the remaining 25% of the Wudinna Gold and
Rare Earth Project from Andromeda Metals as announced on 14 November 2023, as
well as for the execution of the Company's planned work programme to advance
the Boland ionic rare earth discovery.
The Placing was substantially supported by the original vendors to Cobra of
the Wudinna Gold and Rare Earth Project in 2019 (the "Former Lady Alice
Unitholders"), including David Clarke, a Non-Executive Director of the
Company, who will in aggregate subscribe, in cash, for approximately 60% of
the Placing. The Former Lady Alice Unitholders will initially be issued in
aggregate 38,600,000 shares, followed by a second issue of 22,000,000 shares
(the "Second Issue") concurrent with the issue of the Consideration Shares to
Andromeda Metals to ensure their aggregate holdings in the Company do not
exceed 29.99% of the issued share capital. In addition, all Warrants issued to
the Former Lady Alice Unitholders will contain a restriction on any exercise
in the event that the aggregate percentage interests of the Lady Alice
Unitholders would exceed 29.99% of the issued share capital.
Additionally, Rupert Verco, Chief Executive Officer and a Director of the
Company, Daniel Maling, Non-Executive Director of the Company, and Robert
Blythman, Cobra's Exploration Manager, participated in the Placing. Further
disclosures regarding Director participation are set out in the appendix
below.
Admission of Placing Shares
The Company has made applications to the FCA and the London Stock Exchange in
connection with the admission of 77,130,000 shares (comprising the Placing
Shares less the Second Issue shares), which is expected to occur at 8.00 a.m.
on 21 November 2023 ("Admission"). Application for shares to be issued
pursuant to the Second Issue will be made in due course concurrent with the
issue of the Consideration Shares to Andromeda Metals. The Company hereby
notifies the market, in accordance with the FCA's Disclosure Guidance and
Transparency Rule 5.6.1, that, on Admission, the Company's issued share
capital will consist of 592,379,550 ordinary shares, each with one vote. The
Company does not hold any ordinary shares in treasury. On Admission, the total
number of voting rights in the Company will be 592,379,550 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.
Posting of Circular
The issue of the Consideration Shares to Andromeda Metals, as well as the
authority to issue the shares into which the Warrants may covert, are
conditional, inter alia, on the passing by the Company's shareholders of
certain resolutions at a General Meeting to be convened. The circular
containing the Notice of General Meeting (the "Circular") will be posted to
shareholders later this week. A further announcement containing the details of
the General Meeting will be made upon publication of the Circular.
Rupert Verco, CEO of Cobra, commented:
"I'd like to thank the investors in the Placing which include several
distinguished mining sector individuals - both associated and unassociated
with the Company. This will enable Cobra to proceed as 100% owner of the
project and dominant holder of palaeo-channel ground in the region. The ionic
rare earths discovery made by Cobra in this geological setting is globally
significant and as yet vastly underappreciated. We intend to change that and
will waste no time in advancing our commercial strategy in the months ahead."
Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as those defined in the Company's announcement
dated 14 November 2023.
Enquiries:
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 Partners LLP (Joint Broker)
+44 (0)20
Erik Woolgar 7186 9952
Damon Heath
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0234
Ben Simons
Kendall Hill
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 Gold and Rare
Earth 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 1,832 km(2), and other nearby tenement rights
totalling 1,429 km(2), contain highly desirable and ionic rare earth
mineralisation, amenable to low-cost, low impact in situ recovery mining, and
critical to global decarbonisation.
Cobra's Wudinna tenements also 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 the current 279,000 Oz gold JORC Mineral Resource Estimate,
and several iron oxide copper gold (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/)
APPENDIX
Market Abuse Regulation (MAR) Disclosure
The information set out below is provided in accordance with the requirements
of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
('MAR').
Notification and Public Disclosure of Transactions by Persons Discharging
Managerial Responsibilities and Persons Closely Associated with Them.
1 Details of the person discharging managerial responsibilities
a) Name David Clarke
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cobra Resources PLC
b) LEI 213800XTW5PLLK72TQ57
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
Identification code GB00BGJW5255
b) Nature of the transaction Share purchase
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 12,866,666
d) Aggregated information
Price(s) Volume(s)
- Aggregated volume 1.0p 12,866,666
- Price
e) Date of the transaction 14 November 2023
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1.0p 12,866,666
e)
Date of the transaction
14 November 2023
1 Details of the person discharging managerial responsibilities
a) Name Rupert Verco
2 Reason for the notification
a) Position/status Chief Executive Officer and Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cobra Resources PLC
b) LEI 213800XTW5PLLK72TQ57
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
Identification code GB00BGJW5255
b) Nature of the transaction Share purchase
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 500,000
d) Aggregated information
Price(s) Volume(s)
- Aggregated volume 1.0p 500,000
- Price
e) Date of the transaction 14 November 2023
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1.0p 500,000
e)
Date of the transaction
14 November 2023
1 Details of the person discharging managerial responsibilities
a) Name Daniel Maling
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cobra Resources PLC
b) LEI 213800XTW5PLLK72TQ57
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
Identification code GB00BGJW5255
b) Nature of the transaction Share purchase
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 1,000,000
d) Aggregated information
Price(s) Volume(s)
- Aggregated volume 1.0p 1,000,000
- Price
e) Date of the transaction 14 November 2023
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1.0p 1,000,000
e)
Date of the transaction
14 November 2023
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