REG - Hamak Gold Limited - Placing and Subscription to raise £2,467,000

Hamak GoldAnnouncement

03/07/2025 07:00

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RNS Number : 5069P  Hamak Gold Limited  03 July 2025

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OF SUCH JURISDICTION.

3 July 2025

Hamak Gold Limited

("Hamak Gold" or the "Company")

 

Placing and Subscription to raise £2,467,000

Board Changes and New Bitcoin Treasury Management Strategy

 

Hamak Gold Limited (LSE: HAMA) is pleased to announce that it has raised gross
proceeds of £2,467,000 via a direct subscription with the Company and a
placing via its broker Peterhouse Capital, through the issue of 308,375,000
new ordinary shares ("Fundraising Shares") to a range of new investors
("Investors") under the Financial Promotion Order ("FPO") Director's
exemption.

In addition, the Company announces that two new Directors, who are subscribing
for a total of £200,000, are appointed to the Board, with two Non-Executive
directors simultaneously resigning.

Highlights

·    £2,467,000 raised at a price of £0.008 per share (the "Issue
Price") from a range of new investors, including the investment arm of the
Private Office of Sheik Nayef Bin Eid Al Thani, a member of the Qatari Royal
Family

·    New Board appointments to significantly increase the Company's Middle
East and Gulf connections and advance the Company's corporate strategy of
embarking on a Bitcoin Treasury Management ("BTM") Policy alongside its
existing gold exploration

·    Investors will receive one warrant for each new ordinary share
subscribed for, exercisable at the Issue Price (the "Investor Warrants").
Additionally, all existing shareholders on the register, immediately prior to
this announcement, will receive a free 1-for-1 warrant at the Issue Price
("Existing Shareholder Warrant").

·    All warrants are exercisable for a period of two years from the date
of this announcement and are subject to a one-year lock-in from this date.

Nick Thurlow, newly appointed Chairman of Hamak Gold Ltd, commented:

"This is an exciting strategic development for Hamak. With the injection of
additional capital, we are now well-positioned to pursue two core objectives
in parallel. Firstly, maximising our existing gold exploration and development
opportunities and secondly, seizing the transformative opportunity as a Main
Market listed company to lead the UK in bitcoin treasury management.

We aim to provide institutional and professional investors with structured,
professionally managed exposure to both gold and the wider digital asset
space. This strategy will be underpinned by a substantial Bitcoin asset base,
offering transparency, institutional-grade security, and governance oversight
through our listing on the London Stock Exchange's Main Market.

Our Main Market listing subjects us to the UK's highest standards of
disclosure and market conduct, further differentiating the Company from its
peers listed on other UK exchanges."

Placing and Subscription

The Company has raised gross proceeds of £2,467,000 at a price of £0.008 per
share through the issue of 308,375,000 new shares to new investors, introduced
by the new Directors and Peterhouse Capital. The Issue Price represents a
discount of 27% to the closing mid-market price at 2 July 2025.  The new
shares represent 68.2 % of the new enlarged share capital of 452,134,484
shares.

The Company is currently unable to issue and admit the entirety of the
Fundraising Shares without either the publication of an FCA-approved
prospectus or relying upon an exemption to the requirement to issue a
prospectus. Consequentially, the issue of the Fundraising Shares involves the
issue of 308,375,000 new Ordinary Shares in the Company at a deemed price of
£0.008 per share to the new Directors, Nick Thurlow and James Lawrence.
Following Admission, Nick Thurlow and James Lawrence have agreed to
immediately sell 283,375,000 of the Fundraising Shares, at the Issue Price, to
certain sophisticated investors in the placing and subscription.

Key investors include the two new Directors, see below. Nick Thurlow has
subscribed for  £150,000 and James Lawrence for £50,000. In addition, MBS
Global Investments ("MBS") has subscribed for £100,000. MBS is the investment
arm of the Private Office of Sheik Nayef Bin Eid Al Thani, a member of the
Qatari Royal Family.

The proceeds of the placing and subscription will be used to settle certain
corporate creditors of the Company and for general working capital, with any
excess funds being applied to follow a focused Bitcoin Treasury Management
policy.

Warrants

The Investor Warrants are exercisable at the Issue Price.

The Existing Shareholder Warrants will be issued to existing shareholders on
the register at close of business on 2 July 2025, being the closing date
before this announcement, under the same terms as the Investor Warrant.

Furthermore, it is the intention of the Company to form an Advisory and
Consultants' Board (the "ACB"), to provide additional advice, guidance and
strategic direction to the Hamak Board, regarding the Company's financial,
operational and BTC policy. A pool of 5% warrants of the issued share capital
from time to time, exercisable at the Issue Price, will be reserved as
appropriate remuneration and incentivisation for ACB members, ("Advisory Board
Warrants") and other parties, as decided upon by the Hamak Board.

All Investor, Existing Shareholder and Advisory Board Warrants are issued for
a two-year period, but subject to a one-year lock in and are only exercisable
in the second year

Board Changes

Executive Chairman Amara Kamara and Non-Executive Director Niall Young have
resigned from the Board as of the date of this announcement.

The Board of Directors would like to thank Amara Kamara and Niall Young for
their valued contribution and service to the founding, listing and successful
exploration strategy of the Company.

Simultaneous to the resignation of these directors, the Company welcomes the
appointment of Mr. Nick Thurlow and Mr. James Lawrence to the Board, as
Executive Chairman and Executive Director respectively. Both Directors bring a
wealth of financial and management experience to Hamak Gold as the Company
seeks to diversify its strategy to include a BTM policy alongside its current
gold exploration programme, which is now under Joint Venture with ASX-Listed
First Au Limited (see announcements dated 21 May and 27 June 2025).

Mr. Nick Thurlow is a senior financial professional, most recently working for
MBS in Dubai as Group CFO. MBS is the investment arm of Shiekh Nayef Bin Eid
Al Thani of the Qatari Royal Family. Prior to this, Nick was a Managing
Partner at FCA-regulated Bramdean Asset Management and worked alongside Nicola
Horlick. Nick has held many senior banking roles, including Treasurer for
Standard Chartered, Credit Suisse and HSBC.

 Director Name  Current directorships  Previous directorships
 Nick Thurlow   Crylon ltd             Bramdean Asset Management LLP
                T3 Healthcare LTD      Advanced Intelligent Pay Ltd

                T3 Financial LTD       Firasat Capital Partners limited

                Upload Films LTD       The Clubberly App limited

 

Mr. James Lawrence is an accomplished Entrepreneur and Executive Director with
over 15 years of experience in Investment Management and Trading. He
successfully founded and scaled multiple ventures, including Enigma Strategy,
which was acquired by MBS as part of its strategic expansion. James holds an
MBA from Bayes Business School, along with several industry certifications and
diplomas.

 Director Name   Current directorships         Previous directorships
 James Lawrence  Enigma Strategy Limited       ExMilitaryCareers  LTD
                 Greenseed LTD

                 Enigma Security Trustees LTD  Knightsbridge Trading Academy LTD

                 EN TCG VCC Fund

Admission and Total Voting Rights

The Fundraising Shares rank pari passu with the existing Ordinary Shares. The
Company has made applications to the Financial Conduct Authority ("FCA") and
the LSE to have the 308,375,000 Fundraising Shares admitted to the equity
shares (transition) category of the Official List of the FCA and to trading on
the main market for listed securities of London Stock Exchange plc
("Admission"), with Admission expected to occur on or around 4 July 2025.

On Admission, the Company's issued share capital will comprise 452,134,484
Ordinary Shares, with each Ordinary Share carrying the right to one vote.
Accordingly, the total number of voting rights in the Company will be
452,134,484 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.

Following the new share issues and Board changes, the Directors holdings are
as follows:

 Name              Shares Held  % of Issued Share Capital
 Nick Thurlow      18,750,000   4.14 %
 Karl Smithson*    17,018,509   3.76 %
 Martin Lampshire  6,389,470    1.41 %
 James Lawrence    6,250,000    1.38 %

*including 1,599,482 shares held in spouse's name.

For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of Hamak Gold is Karl Smithson, Executive
Director.

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1. Nick Thurlow

                                                                   2. James Lawrence

 2    Reason for the notification

 a)   Position/status                                              1. Executive Director

                                                                   2. 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

                                                                   ISIN: VGG4256S1048

 b)   Nature of the transaction                                     Issue of new ordinary shares pursuant to the Company's announcement on 3

                                                            July 2025

 c)   Price(s) and volume(s)                                        Price(s)     Volume(s)

                                                            1. £0.008     1. 154,187,500

                                                                   2. £0.008     2. 154,187,500

 
 d)   Aggregated information                                       308,375,000 ordinary shares

                                                                   £0.008

      Price
 e)   Date of the transaction                                      4 July 2025

 f)   Place of the transaction                                     Outside a trading venue

 

d)

 

Aggregated information

 

Price

308,375,000 ordinary shares

£0.008

e)

 

Date of the transaction

4 July 2025

f)

 

Place of the transaction

Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1. Nick Thurlow

                                                                   2. James Lawrence

 2    Reason for the notification

 a)   Position/status                                              1. Executive Director

                                                                   2. 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

                                                                   ISIN: VGG4256S1048

 b)   Nature of the transaction                                    Disposal of new ordinary shares pursuant to the Company's announcement on 3

                                                            July 2025

 c)   Price(s) and volume(s)                                        Price(s)     Volume(s)

                                                            1. £0.008     1. 135,437,500

                                                                   2. £0.008     2. 147,937,500

 
 d)   Aggregated information                                       283,375,000 ordinary shares

                                                                   £0.008

      Price
 e)   Date of the transaction                                      4 July 2025

 f)   Place of the transaction                                     Outside a trading venue

 

d)

 

Aggregated information

 

Price

283,375,000 ordinary shares

£0.008

e)

 

Date of the transaction

4 July 2025

f)

 

Place of the transaction

Outside a trading venue

 

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

 Hamak Gold Limited

 James Lawrence                                 j.lawrence@hamakgold.com

 Nick Thurlow                                   n.thurlow@hamakgold.com

 Karl Smithson                                  k.smithson@hamakgold.com
 Peterhouse Capital Limited (Corporate Broker)  +44 (0) 20 7469 0930

 Yellow Jersey PR

 Annabelle Wills                                +44 (0) 20 3004 9512

About Hamak Gold Limited

 

Hamak Gold Limited (LSE: HAMA) is a UK listed company focussed on gold
exploration in Africa and with a strategy of pursuing a BTC/ crypto treasury
management policy. Through its LSE main board listing investors underweight
crypto can get professional exposure to this asset class.

 

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