Katoro Gold Raises £150,000 in Placing
03/04/2023 14:21
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RNS Number : 1951V Katoro Gold PLC 03 April 2023
Katoro Gold plc (Incorporated in England and Wales)
(Registration Number: 9306219)
Share code on AIM: KAT
ISIN: GB00BSNBL022
('Katoro' or 'the Company')
Dated: 3 April 2023
Katoro Gold PLC ('Katoro' or the 'Company')
Katoro Gold Raises £150,000 in Placing and Director Subscription
Settlement of Accrued Director Fees
Director/PDMR Shareholding
Total Voting Rights
Katoro Gold PLC (AIM: KAT), the gold and nickel exploration and development
company, is pleased to announce that it has raised £150,000 (gross) at 0.1
pence per share, through a placing by SI Capital of £130,000 and Directors'
subscription of £20,000, both of which will be used to fund the Company's
ongoing working capital requirements (the 'Fundraise'). The Company has also
issued £48,000 of new ordinary shares at 0.1 pence per share in settlement of
accrued director fees outstanding.
Details of Fundraise:
· Katoro has raised £150,000 (gross) through a placing and
subscription of 150,000,000 new ordinary shares of 0.1 pence each in the
capital of the Company ('Ordinary Shares') ('Financing Shares') at 0.1 pence
per share with new and existing shareholders;
· Included in the Fundraise are subscriptions of £10,000 by
each of Louis Coetzee (and related parties) and Tinus Maree ('Director
Subscriptions'); and
· Each Financing Share has an attaching warrant to subscribe
for a further new Ordinary Share at an exercise price of 0.2 pence per
warrant, with a life to expiry of 3 years from the Financing Shares admission
to trading on AIM ('Admission'), creating 150,000,000 new warrants ('Financing
Warrants').
Details of the Directors' Fee Settlements
The Company has also issued a total of 48,000,000 new Ordinary Shares, being
12,000,000 Ordinary Shares for each Director of the Company with the exception
of Paul Dudley ('Director Fee Shares') at 0.1p being the same price at which
the Fundraise has been undertaken together with 48,000,000 warrants on the
same terms as the Financing Warrants ('Director Warrants') to Directors in
satisfaction of accrued Directors' fees outstanding as set out below.
In addition to the Financing Warrants and the Director Warrants, the Company
currently has 166,166,666 warrants outstanding, including 36,666,666 warrants
held by participants of the June 2020 fundraise which includes 1,666,666
director warrants, exercisable at 3 pence per warrant; 48,000,000 warrants
held by participants of the December 2020 fundraise, exercisable at 3 pence
per warrant; and 81,500,000 warrants held by participants of the November 2021
fundraise, exercisable at 1.5 pence per warrant.
The Directors of the Company also participated in the Fundraise, with the
details of the shares to be issued to, and purchased by, Directors as follows:
BEFORE FUNDRAISE AFTER FUNDRAISE
Name Position Shares held prior to issue of Financing Shares % Holding in Katoro before issue of Financing Shares Number of Director Fee Shares and Fundraise Shares issued Number of Katoro shares held after issue of Financing Shares Total value of Director Fee Shares and Director Subscriptions issued at deemed % Holding in Katoro after issue of Financing Shares and Director Fee Shares
value of 0.1 pence per Katoro share
Myles Campion Non-Executive Director 2,416,666 0.52 12,000,000 14,416,666 £12,000 2.19
Tinus Maree Non-Executive Director 666,667 0.14 22,000,000 22,666,667 £22,000 3.44
Louis Scheepers Non-Executive Director 666,667 0.14 12,000,000 12,666,667 £12,000 1.92
Louis Coetzee (and related parties) Executive Chairman 666,667 0.14 22,000,000 22,666,667 £22,000 3.44
Table 1: Directors' shareholding before and after fundraising
BEFORE FUNDRAISE AFTER FUNDRAISE
Name Position Warrants held prior to issue of Financing Shares Number of Financing Warrants and Director Warrants exercisable at 0.2 pence Expiry Date Total number of warrants
each
Myles Campion Non-Executive Director 333,333 12,000,000 10 April 2026 12,333,333
Tinus Maree Non-Executive Director 333,333 22,000,000 10 April 2026 22,333,333
Louis Scheepers Non-Executive Director 333,333 12,000,000 10 April 2026 12,333,333
Louis Coetzee (and related parties) Executive Chairman 333,334 22,000,000 10 April 2026 22,333,334
Table 2: Directors' warrant-holding position before and after placing
The directors and management of the Company shown in the above tables are
Persons Discharging Managerial Responsibility ('PDMRs') under the Market Abuse
Regulation 2016 ('MAR'). In compliance with MAR and the Company's Share
Dealing Code, the PDMR's have submitted dealing request forms to the
designated Company executives to seek permission to participate in the
Fundraise and authority has been granted. Dealing notification forms will be
completed by the PDMRs and submitted to the FCA within three (3) days of
completion of the Fundraise in accordance with MAR.
Related Party Transaction
The Director Subscriptions and Director Fees Shares are a related party
transaction under the AIM Rules. Paul Dudley ('Independent Director') who is
not involved in the transaction considers, having consulted with the Company's
Nominated Adviser, that the terms of the transaction are fair and reasonable
insofar as the Company's shareholders are concerned. In forming this view, the
Independent Director has considered the Company's need to reduce the cash
requirements and that the Director Subscriptions and the issue of the Director
Fee Shares and Director Warrants are on the same terms as the Placing.
Admission and Total Voting Rights
Application will be made for the Admission of the Financing Shares and
Director Fee Shares being 198,000,000 new Ordinary Shares, which will rank
pari passu with existing Ordinary Shares, with such Admission expected to
become effective on or around 11 April 2023. Following Admission, the share
capital of the Company will comprise 658,412,593 Ordinary Shares.
Each Ordinary Share has one voting right. No Ordinary Shares are held in
treasury. Accordingly, the total number of voting rights will be 658,412,593
and this figure may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to notify their
interest in, or a change to their interest in, Katoro Gold PLC under the FCA's
Disclosure Guidance and Transparency Rules.
Following the issue of the Financing Shares and Admission, Kibo Energy PLC
will be interested in, in aggregate, 96,138,738 Ordinary Shares that represent
approximately 14.6% of the Company's then-issued share capital.
This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014.
**ENDS**
For further information please visit www.katorogold.com
(http://www.katorogold.com) or contact:
Louis Coetzee info@kibo.energy (mailto:info@kibo.energy) Kibo Energy PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser
Roland Cornish
Nick Emmerson +44 148 341 3500 SI Capital Ltd Broker
Sam Lomanto
Zainab Slemang van Rijmenant zainab@lifacommunications.com (mailto:zainab@lifacommunications.com) Lifa Communications Investor and Media Relations Consultant
Annexure: PDMR Notification Forms
The notifications below are made in accordance with the requirements of the
Market Abuse Regulation.
1. Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ('PDMRs') and persons closely associated with them
a) Name Louis Lodewyk Coetzee
b) Position/Status Executive Chairman
c) Initial notification/Amendment Initial notification
2. 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 A. Ordinary share of £0.001 each
B. Unlisted warrants exercisable at £0.002 on or before 10 April 2026
A. GB00BSNBL022
Identification code B. Not applicable
b) Nature of the transaction Purchase of 22,000,000 ordinary shares
c) Price(s) and volume(s) A. 0.1 pence and 22,000,000 ordinary shares
B. 22,000,000 warrants at nil cost
d) Aggregated information: Aggregated volume A. 22,000,000 ordinary shares
B. 22,000,000 warrants
e) Date of the transaction 3 April 2023
f) Place of the transaction London Stock Exchange
1. Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ('PDMRs') and persons closely associated with them
a) Name Myles Campion
b) Position/Status Non-Executive Director
c) Initial notification/Amendment Initial notification
2. 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 A. Ordinary share of £0.001 each
B. Unlisted warrants exercisable at £0.002 on or before 10 April 2026
Identification code A. GB00BSNBL022
B. Not applicable
b) Nature of the transaction Purchase of 12,000,000 ordinary shares
c) Price(s) and volume(s) A. 0.1 pence and 12,000,000 ordinary shares
B. 12,000,000 warrants at nil cost
d) Aggregated information: Aggregated volume A. 12,000,000 ordinary shares
B. 12,000,000 warrants
e) Date of the transaction 3 April 2023
f) Place of the transaction London Stock Exchange
1. Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ('PDMRs') and persons closely associated with them
a) Name Tinus Maree
b) Position/Status Non-Executive Director
c) Initial notification/Amendment Initial notification
2. 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 A. Ordinary share of £0.001 each
B. Unlisted warrants exercisable at £0.002 on or before 10 April 2026
Identification code A. GB00BSNBL022
B. Not applicable
b) Nature of the transaction Purchase of 22,000,000 ordinary shares
c) Price(s) and volume(s) A. 0.1 pence and 22,000,000 ordinary shares
B. 22,000,000 warrants at nil cost
d) Aggregated information: Aggregated volume A. 22,000,000 ordinary shares
B. 22,000,000 warrants
e) Date of the transaction 3 April 2023
f) Place of the transaction London Stock Exchange
1. Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ('PDMRs') and persons closely associated with them
a) Name Louis Scheepers
b) Position/Status Non-Executive Director
c) Initial notification/Amendment Initial notification
2. 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 A. Ordinary share of £0.001 each
B. Unlisted warrants exercisable at £0.002 on or before 10 April 2026
Identification code A. GB00BSNBL022
B. Not applicable
b) Nature of the transaction Purchase of 12,000,000 ordinary shares
c) Price(s) and volume(s) A. 0.1 pence and 12,000,000 ordinary shares
B. 12,000,000 warrants at nil cost
d) Aggregated information: Aggregated volume C. 12,000,000 ordinary shares
D. 12,000,000 warrants
e) Date of the transaction 3 April 2023
f) Place of the transaction London Stock Exchange
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