REG - Hamak Gold Limited - Fundraising and Issue of Shares to Directors

Hamak GoldAnnouncement

24/04/2024 08:30

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RNS Number : 8477L  Hamak Gold Limited  24 April 2024

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INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
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JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION.

24 April 2024

Hamak Gold Limited

("Hamak Gold" or the "Company")

 

Fundraising

 

Issue of Shares to Directors

 

Hamak Gold Limited (LSE: HAMA) announces that it has raised gross proceeds of
£200,000 (before expenses) via the issue of 16,000,000 new ordinary shares of
no par value ("Ordinary Shares") at a price of £0.0125 each (the "Issue
Price") (the "New Issue Shares") by the Company's broker Peterhouse Capital
Limited ("Peterhouse").  Each New Issue Share will have one attaching warrant
for every one New Issue Share, exercisable at 3 pence for a period of 12
months from the date of admission of the New Issue Shares ("New Issue Share
Warrants"). The New Issue Share Warrants will be subject to an acceleration
clause whereby, if the Company's Ordinary Shares trade at a volume average
weighted price of 4 pence (mid-price) for five consecutive business days, the
Company shall have the right but not the obligation to serve notice to warrant
holders, providing 7 calendar days notice to exercise the New Issue Share
Warrants. Each warrant holder will have up to 14 calendar days to pay for the
exercise of their New Issue Share Warrants, subject to the terms of the
Warrant Deed, otherwise such New Issue Share Warrants will be forfeited and
lapse.

The proceeds of the fundraising will be used for general working capital and
progressing the exploration at the Nimba high-grade gold discovery to conduct
detailed geological and structural mapping and trenching in order to identify
the next series of drill holes associated with the strong 3km long gold zone
that the Company has defined and which has yielded a best drill intersect of
20m @ 7g/t Au (including 5m @22g/t Au).

In addition the Company is also issuing a total of 14,512,381 new Ordinary
Shares at the same Issue Price to settle certain fees and debts owed to
Directors and Professional Advisers (the "Settlement Shares")

Background

The Company is currently unable to issue and admit the entirety of the New
Issue 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 combination of a subscription by
Karl Smithson, Executive Director of Hamak, for 16,725,865 new Ordinary Shares
in the Company (the "Director Shares"), at the Issue Price, and a placing and
subscription by new investors introduced by Peterhouse, of the balance of
5,946,516 New Issue Shares, again at the same Issue Price.

Following Admission, Karl Smithson has agreed to immediately sell
10,053,484 of the Director Shares, at the same £0.0125 Issue Price, to
certain investors; of the balance of the Director Shares issued, 3,120,000
will be utilised to cover settlement of Professional Adviser Fees as set out
below, and 3,552,381 in settlement of salaries and fees issued to
non-directors.

Settlement Shares in Lieu of Director Salaries

In addition to the above issuance of New Issue Shares, the Company also
intends to issue a total of 7,840,000 new Ordinary Shares directly to certain
of the Directors and management of the Company at the Issue Price in lieu of,
and in satisfaction of, salary and fees due to them up until the end of March
2024 as set out in the following table:

 Director          Ordinary Shares to be issued  Total Ordinary Shares after issue  Percentage of Enlarged Share Capital
 Karl Smithson     2,333,333                     7,159,724                          8.83%
 Amara Kamara      2,706,667                     27,878,643                         34.39%
 Martin Lampshire  933,333                       2,653,838                          3.27%
 Niall Young       933,333                       1,445,150                          1.78%
 Julius Baden      933,333                       1,595,150                          1.97%

 

Settlement Shares in Lieu of Professional Advisers Fees

In settlement for accrued retainer and commission fees, Hamak also intends to
issue a total of 3,120,000 new Ordinary Shares to Peterhouse, at the Issue
Price, representing full settlement of all outstanding retainer and commission
fees owed by the Company.

Application will be made for the new Ordinary Shares to be admitted to trading
on the Official List (standard listing segment) and to trading on the London
Stock Exchange's main market for listed securities. Admission is expected to
take place on or around 1 May 2024.

Total Voting Rights

Following Admission, the Company has 81,075,903 Ordinary Shares of no par
value in issue, each with one vote per share (and none of which are held in
treasury). The total number of voting rights in the Company is therefore
81,075,903. This figure of 81,075,903  may be used by shareholders in the
Company as the denominator for calculations to determine if they have a
notifiable interest in the share capital of the Company under the Disclosure
Guidance and Transparency Rules, or if such interest has changed.

For further information you are invited to view the company's website at
www.hamakgold.com or please contact:

 Hamak Gold Limited

 Amara Kamara                         +231 (0) 77 005 0005

 Karl Smithson                        +44 (0) 77 837 07971
 Peterhouse Capital Limited (Broker)  +44 (0) 20 7469 0930

 Lucy Williams

 Guy Miller

Yellow Jersey PR
+44 (0) 7948 758 681

 Sarah Hollins

 Annabelle Wills

About Hamak Gold Limited

Hamak Gold Limited (LSE: HAMA) is a UK listed company focussed on gold
exploration of a portfolio of licences in highly prospective areas of Liberia,
where significant drilling results have identified a new high-grade gold
discovery with the discovery hole returning 20m @ 7g/t Au near surface.

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Nicholas Karl Smithson
 2.    Reason for the notification
 a)    Position/status:                                              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:                                                         Hamak Gold Limited
 b)    LEI:                                                          213800KTOST6JI2R2865
 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 no par value each

Identification code:
VGG4256S1048
 b)    Nature of the transaction:                                    Issue of Ordinary Shares in Lieu of Directors Fees
 c)    Price(s) and volume(s):                                        Purchase of shares

Price(s)           Volume(s)
                                                                     Nil Consideration  2,333,333
 d)    Aggregated information:                                       Single transaction as in 4 c) above

Aggregated volume:

       Price(s) and volumes:
 e)    Date of the transaction:                                      23 April 2024
 f)    Place of the transaction:                                     Main Market London Stock Exchange

b)

Nature of the transaction:

Issue of Ordinary Shares in Lieu of Directors Fees

c)

Price(s) and volume(s):

 Purchase of shares

 Price(s)           Volume(s)
 Nil Consideration  2,333,333

d)

Aggregated information:

Aggregated volume:

 

Price(s) and volumes:

Single transaction as in 4 c) above

e)

Date of the transaction:

23 April 2024

f)

Place of the transaction:

Main Market London Stock Exchange

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Amara Kamara
 2.    Reason for the notification
 a)    Position/status:                                              Executive Chairman
 b)    Initial notification/Amendment:                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name:                                                         Hamak Gold Limited
 b)    LEI:                                                          213800KTOST6JI2R2865
 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 no par value each

Identification code:
VGG4256S1048
 b)    Nature of the transaction:                                    Issue of Ordinary Shares in Lieu of Directors Fees
 c)    Price(s) and volume(s):                                        Purchase of shares

Price(s)           Volume(s)
                                                                     Nil Consideration  2,706,667
 d)    Aggregated information:                                       Single transaction as in 4 c) above

Aggregated volume:

       Price(s) and volumes:
 e)    Date of the transaction:                                      23 April 2024
 f)    Place of the transaction:                                     Main Market London Stock Exchange

b)

Nature of the transaction:

Issue of Ordinary Shares in Lieu of Directors Fees

c)

Price(s) and volume(s):

 Purchase of shares

 Price(s)           Volume(s)
 Nil Consideration  2,706,667

d)

Aggregated information:

Aggregated volume:

 

Price(s) and volumes:

Single transaction as in 4 c) above

e)

Date of the transaction:

23 April 2024

f)

Place of the transaction:

Main Market London Stock Exchange

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Martin Lampshire
 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:                                                         Hamak Gold Limited
 b)    LEI:                                                          213800KTOST6JI2R2865
 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 no par value each

Identification code:
VGG4256S1048
 b)    Nature of the transaction:                                    Issue of Ordinary Shares in Lieu of Directors Fees
 c)    Price(s) and volume(s):                                        Purchase of shares

Price(s)           Volume(s)
                                                                     Nil Consideration  933,333
 d)    Aggregated information:                                       Single transaction as in 4 c) above

Aggregated volume:

       Price(s) and volumes:
 e)    Date of the transaction:                                      23 April 2024
 f)    Place of the transaction:                                     Main Market London Stock Exchange

b)

Nature of the transaction:

Issue of Ordinary Shares in Lieu of Directors Fees

c)

Price(s) and volume(s):

 Purchase of shares

 Price(s)           Volume(s)
 Nil Consideration  933,333

d)

Aggregated information:

Aggregated volume:

 

Price(s) and volumes:

Single transaction as in 4 c) above

e)

Date of the transaction:

23 April 2024

f)

Place of the transaction:

Main Market London Stock Exchange

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Niall Young
 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:                                                         Hamak Gold Limited
 b)    LEI:                                                          213800KTOST6JI2R2865
 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 no par value each

Identification code:
VGG4256S1048
 b)    Nature of the transaction:                                    Issue of Ordinary Shares in Lieu of Directors Fees
 c)    Price(s) and volume(s):                                        Purchase of shares

Price(s)           Volume(s)
                                                                     Nil Consideration  933,333
 d)    Aggregated information:                                       Single transaction as in 4 c) above

Aggregated volume:

       Price(s) and volumes:
 e)    Date of the transaction:                                      23 April 2024
 f)    Place of the transaction:                                     Main Market London Stock Exchange

b)

Nature of the transaction:

Issue of Ordinary Shares in Lieu of Directors Fees

c)

Price(s) and volume(s):

 Purchase of shares

 Price(s)           Volume(s)
 Nil Consideration  933,333

d)

Aggregated information:

Aggregated volume:

 

Price(s) and volumes:

Single transaction as in 4 c) above

e)

Date of the transaction:

23 April 2024

f)

Place of the transaction:

Main Market London Stock Exchange

 
 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         Julius Baiden
 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:                                                         Hamak Gold Limited
 b)    LEI:                                                          213800KTOST6JI2R2865
 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 no par value each

Identification code:
VGG4256S1048
 b)    Nature of the transaction:                                    Issue of Ordinary Shares in Lieu of Directors Fees
 c)    Price(s) and volume(s):                                        Purchase of shares

Price(s)           Volume(s)
                                                                     Nil Consideration  933,333
 d)    Aggregated information:                                       Single transaction as in 4 c) above

Aggregated volume:

       Price(s) and volumes:
 e)    Date of the transaction:                                      23 April 2024
 f)    Place of the transaction:                                     Main Market London Stock Exchange

b)

Nature of the transaction:

Issue of Ordinary Shares in Lieu of Directors Fees

c)

Price(s) and volume(s):

 Purchase of shares

 Price(s)           Volume(s)
 Nil Consideration  933,333

d)

Aggregated information:

Aggregated volume:

 

Price(s) and volumes:

Single transaction as in 4 c) above

e)

Date of the transaction:

23 April 2024

f)

Place of the transaction:

Main Market London Stock Exchange

 

 

 

 

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