REG-Karelian Diamond Resources Plc: Fundraising of £328k and appointment of joint broker
01/07/2024 07:15
THIS ANNOUNCEMENT, INCLUDING ITS APPENDICES AND THE INFORMATION HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, RUSSIA,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 July 2024
Karelian Diamond Resources plc
(“Karelian” or the “Company”)
Fundraising of c.£328,000 and appointment of joint broker
Karelian Diamond Resources plc (AIM: KDR), the Irish mineral resource
exploration and development company which has active exploration programmes
for Nickel-Copper-Platinum Group Elements in Northern Ireland and for diamonds
in the Kuhmo region of Finland, is pleased to announce a placing to raise a
total of £328,747 (before expenses) at 1.5 pence per ordinary share (the
“Fundraising”).
HIGHLIGHTS
* Karelian has recently, as announced by the Company on 24 June 2024, received
an independent report confirming the potential for Nickel-Copper-Platinum
Group Elements on its Prospecting Licences in Northern Ireland.
* Funds raised will be used to carry out a follow-up exploration programme for
Nickel-Copper-Platinum Group Elements on Karelian’s licences.
* Funds will also be used by the Company to continue its diamond exploration
and development programme in Finland, where, at Kuhmo, it has already
discovered a green diamond in till, and appears close to discovering its
source and, at Lahtojoki, is awaiting final permission to proceed with the
development of a diamond deposit. In addition, funds will be used to provide
additional working capital for the Company.
* Certain directors of the Company have subscribed for, in aggregate,
approximately £54,747 in the Fundraising at 1.5 pence per ordinary share (the
“Issue Price”).
* In conjunction with the Fundraising, certain parties have also capitalised
amounts owed to them totalling £25,252.75 through the issue of new Ordinary
Shares at the Issue Price.
Professor Richard Conroy, Chairman of Karelian, commented:
“This fundraising comes at an exciting time for the Company. We have
recently announced a very positive independent report on the potential of our
Nickel Copper Platinum Group Elements Licences which we look forward to
following up immediately. We are also at a very advanced stage in our diamond
exploration and development in Finland.”
FUNDRAISING SUMMARY
The Issue Price represents a discount of 38.8 per cent. to the closing
mid-market price of 2.45 pence on 28 June 2024, being the last practicable
date prior to this announcement. CMC Markets UK plc (“CMC Markets”),
trading as CMC CapX, acted as the Company's placing agent in respect of the
Fundraising.
Placing of 21,916,479 ordinary shares of €0.00025 each (“Ordinary
Shares”) at a price of 1.5 pence per Ordinary Share to raise approximately
£328,747 before expenses (the “Placing Shares”).
In conjunction with the Fundraising, certain parties have also capitalised
amounts owed to them totalling £25,252.75 through satisfaction of these
amounts by the issue of 1,683,516 new Ordinary Shares at the Issue Price (the
“Investment Shares”).
Each Placing Share and Investment Share carries a half a warrant to subscribe
for one new Ordinary Share at a price of 3 pence per Ordinary Share
exercisable for a period of 12 months from the admission to trading on AIM of
the Placing Shares and Investment Shares (“Admission”), creating
11,799,997 warrants (the “Fundraising Warrants”).
The Fundraising Warrants have an accelerator clause which will apply should
the volume weighted average Ordinary Share price trade for 5 consecutive days
at 6 pence or greater following which the Company will have the right to issue
Warrant holders with a two week notice to exercise their Fundraising Warrants.
Unexercised Fundraising Warrants would be cancelled, and any Fundraising
Warrants exercised under this notice must be fully paid up to the Company
within 10 business days of notification being made to the Company that the
Fundraising Warrants will be exercised.
The Placing Shares and Investment Shares will represent approximately 18.34
per cent. of the enlarged issued share capital of the Company and have been
issued to a combination of mainly new investors and certain existing
shareholders.
The Fundraising has been conducted within the Company’s existing share
authorities and is conditional on Admission becoming effective.
DIRECTORS’ PARTICIPATION IN THE FUNDRAISING
Details of the participations by certain of the Directors in the Fundraising
at the Issue Price and their resultant shareholdings immediately following
Admission are as follows:
Name Placing Shares being subscribed Value of the subscriptions at the Issue Price Ordinary Shares held following completion of the Fundraising Percentage of enlarged issued share capital
Professor Richard Conroy (Chairman) 2,900,000 £43,500 15,163,912 11.78%
Dr Sorca Conroy (Non-Executive Director) 749,816 £11,247.25 3,892,981 3.03%
In addition, Professor Richard Conroy and Dr Sorca Conroy have both been
issued with 1,824,908 Fundraising Warrants at a price of 3 pence per Ordinary
Share exercisable for a period of 12 months from Admission.
APPOINTMENT OF JOINT BROKER
CMC Markets acted as the Company's sole placing agent in respect of the
Placing and has been appointed as joint broker to the Company with immediate
effect. Peterhouse Capital Limited continues to act as the Company’s joint
broker and Allenby Capital continues to act as the Company’s nominated
adviser.
ADMISSION, WARRANTS AND TOTAL VOTING RIGHTS
The issue of the Placing Shares and Investment Shares and the possible issue
of new Ordinary Shares from the exercise of the Fundraising Warrants will be
undertaken pursuant to the Company’s existing share authorities.
An application will be made shortly to the London Stock Exchange for Admission
of the Placing Shares and the Investment Shares. It is expected that Admission
will become effective and that dealings in the Placing Shares and Investment
Shares on AIM will commence on or around 5 July 2024.
The Fundraising Warrants will not be admitted to trading on AIM or any other
stock market and will not be transferable. The issuance of the Fundraising
Warrants is subject to Admission.
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the
Company confirms that on completion of the Fundraising, and following
Admission, the Company’s enlarged issued ordinary share capital will
comprise 128,692,744 Ordinary Shares.
The Company does not hold any Ordinary Shares in Treasury. Therefore,
following Admission, the above figure may be used by shareholders in the
Company as the denominator for the calculations to 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.
Further Information:
Karelian Diamond Resources plc Professor Richard Conroy, Chairman +353-1-479-6180
Allenby Capital Limited (Nomad) Nick Athanas / Nick Harriss +44-20-3328-5656
Peterhouse Capital Limited (Joint Broker) Lucy Williams / Duncan Vasey CMC Markets (Joint Broker) Douglas Crippen +44-20-7469-0930 + 44-20-3003-8632
Lothbury Financial Services Michael Padley +44-20-3290-0707
Hall Communications Don Hall +353-1-660-9377
http://www.kareliandiamondresources.com
The below notifications made in accordance with the requirements of the UK
Market Abuse Regulation provide further detail:
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Professor Richard Conroy
2 Reason for the notification
a) Position/status Chairman of the Board
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Karelian Diamond Resources Plc
b) LEI 63540092EZYLYI8LGX48
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 Identification code Ordinary shares of €0.00025 each in Karelian Diamond Resources Plc Identification code (ISIN): IE00BD09HK61
b) Nature of the transaction 1. Purchase of Ordinary Shares
1. Issue of warrants
c) Price(s) and volume(s) 1. Price: 1.5p per share
Volume: 2,900,000 1. Exercise price: 3p per share
Volume: 1,450,000
d) Aggregated information - Aggregated volume - Price See above.
e) Date of the transaction 1 July 2024
f) Place of the transaction 1. London Stock Exchange – AIM
1. Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Dr. Sorċa C. Conroy
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 Karelian Diamond Resources Plc
b) LEI 63540092EZYLYI8LGX48
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 Identification code Ordinary shares of €0.00025 each in Karelian Diamond Resources Plc Identification code (ISIN): IE00BD09HK61
b) Nature of the transaction 1. Purchase of Ordinary Shares
1. Issue of warrants
c) Price(s) and volume(s) 1. Price: 1.5p per share
Volume: 749,816 1. Exercise price: 3p per share
Volume: 374,908
d) Aggregated information - Aggregated volume - Price See above.
e) Date of the transaction 1 July 2024
f) Place of the transaction 1. London Stock Exchange – AIM
1. Outside of a trading venue
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