REG - Katoro Gold PLC - Financing, Business Development & Director Changes
12/02/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240212:nRSL7314Ca&default-theme=true
RNS Number : 7314C Katoro Gold PLC 12 February 2024
Katoro Gold plc (Incorporated in England and Wales)
(Registration Number: 9306219)
Share code on AIM: KAT
ISIN: GB00BSNBL022
('Katoro' or 'the Company')
Dated: 12 February 2024
Katoro Gold PLC ('Katoro' or the 'Company')
Financing, Business Developments & Director Changes
Issue of Equity & TVR
Katoro Gold PLC (AIM: KAT), the strategic and precious minerals exploration
and development company, announces a financing, business development matters
and director changes.
HIGHLIGHTS:
§ Financing by way of a Broker-led placing and subscription (the "Financing")
with new and existing Shareholders to support business development raising
£750,000 through the issue of 750 million shares at 0.1p (the "Financing
Shares").
§ Board changes, details to be announced, to consider ways to maximise value
from existing interests and to secure new cost-effective opportunities
globally, with a focus on critical metals including uranium.
§ Appointment of strategic consultant, Paul Johnson, former CEO of Power
Metal Resources plc and Metal Tiger plc, to assist the Board with a
reinvigoration of the business model, business operations, strategic direction
and enhanced communications with investors.
§ Plan to change the name of the Company to Katoro Global Resources plc
(stock code KAT to remain unchanged).
Louis Coetzee, current Chairman of Katoro Gold plc commented: "We have for
some time been working to find a pathway to reinvigorate the Company. I
believe the proposals announced today, with the refreshed board, advisory
support and new approach, has the potential to deliver considerable value for
shareholders.
Following the Financing, the Company will have a market capitalisation on the
very low end of UK listed junior resource companies. This is a low foundation
from which we believe a refreshed and energetic business strategy can be
built, delivering value to shareholders, which is critically important.
The board are incentivised through shareholdings and options to deliver for
investors and to ensure the focus is on delivery through share price
appreciation.
There will be further updates to follow in the near term."
FURTHER INFORMATION
Financing
The Company has raised £750,000 through the placing and subscription arranged
by SI Capital Ltd of 750 million new KAT ordinary shares of 0.1p ("Ordinary
Shares") at an issue price of 0.1p per share (the "Financing Shares").
Each Financing Share will have an attaching warrant to subscribe for a further
KAT new ordinary share at an exercise price of 0.2p per KAT share, with a life
to expiry of 3 years from today's date (in total 750 million "Financing
Warrants").
Should the volume weighted average price ("VWAP") of KAT meet or exceed 0.5p
for 5 trading days, KAT will have the right but not the obligation to issue
warrant holders with ten business days' notice to exercise some or all of
their remaining Financing Warrants (the "Acceleration"). To be clear, this
means KAT may choose to effect the Acceleration in stages.
The Financing is conditional only on Admission to trading on AIM, which as set
out below is expected to become effective on 16 February 2024.
In total, should all the Financing Warrants be exercised, this would raise an
additional £1,500,000 for the Company.
Board Changes
Louis Coetzee, current Executive Chairman will step down from the Board, and
from employment with the Company, with effect from the appointment of two new
directors, following appropriate market (including AIM) due diligence. Mr
Coetzee will remain as a consultant to the Company after his resignation to
assist with transitional administration, including project management,
financial accounting and audit matters, for the period ending 31 July 2024.
It is expected that the two new directors will assume the roles of
Non-executive Chair and Chief Executive Officer. Further information in this
regard to follow in due course.
Louis Scheepers and Lukas Marthinus (Tinus) Maree have agreed to continue to
serve as Non-executive Directors with the Company for a minimum of 6 months
from today's date.
Board Financial Matters
Settlement of Board Fees
To date the creditors of the Company include an amount of £91,000 in respect
of outstanding Board fees from current Directors for the period April 2023 to
January 2024, inclusive.
This amount has been reduced with the agreement of the Board directors to
£63,617.88, of which £42,411.92 will be settled in full through the issue of
42,411,920 Ordinary Shares ("Board Shares") at the same issue price as the
Financing Shares of 0.1p per share. For clarity the Board Directors will not
receive any warrants with this settlement of Board fees.
In respect of the Board Shares 21,205,960 are to be issued in respect of Louis
Coetzee Board fees (£21,205.96) and 21,205,960 are to be issued in respect of
Tinus Maree £21,205.96)) and will be subject to a hard lock-in for 12 months
from today's date (with no sale of stock allowed unless approved by the new
Board after the appointment of two new directors).
The issue of the Board Shares and Service Shares, as detailed below, are
related party transactions under the AIM Rules (the "Transaction") and
accordingly, Louis Scheepers, a Non-executive Director of the Company and the
director independent of this Transaction, having consulted with the Company's
nominated adviser, Beaumont Cornish Limited, considers the terms of the
Transaction to be fair and reasonable insofar as shareholders are concerned.
Lock-in of Existing Director Holdings
All current Directors of the Company have committed to a "hard" lock-in of
their current (pre-Financing) shareholding in the Company whilst serving as
Directors or for a minimum period of 12 months, whichever is the shorter (with
no sale of shares allowed unless approved by the new Board after the
appointment of two new directors save in the usual exceptional circumstances).
The shareholdings of the Directors of the Company before and after the
Financing and issue of Financing, Board and Service Shares (see below) is as
follows:
BEFORE FINANCING, BOARD & SERVICE SHARE ISSUE AFTER FINANCING, BOARD & SERVICE SHARE ISSUE
Name Position Katoro shares held prior to issue of Financing, Board & Service Shares % Holding in Katoro before issue of Financing, Board & ServiceShares Number of Director Board Shares issued Katoro shares held after issue of Financing, Board & Service Shares Total value of Board Shares issued at deemed value of 0.1 pence per Katoro % Holding in Katoro after issue of Financing, Board & Service Shares
share
Tinus Maree Non-Executive Director 22,666,667 3.39 21,205,960 43,872,627 £21,205.96 2.92%
Louis Scheepers Non-Executive Director 12,666,667 1.89 0 12,666,667 N/A 0.84%
Louis Coetzee (and related parties) Executive Chairman 22,666,667 3.39 21,205,960 43,872,627 £21,205.96 2.92%
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 in respect of this
transaction 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. See PDMR Notification section below for
further information.
Issue of Shares to Kibo Energy plc
Alongside the Financing the Company has settled invoices amounting to
£38,305.00 due to Kibo Energy plc through the issue of 38,305,000 Ordinary
Shares ("Service Shares") at the same issue price as the Financing Shares of
0.1p per share. The services related to administrative support provided to
Katoro by Kibo Energy plc. For clarity no warrants will be issued with this
settlement.
50% of the Service Shares will be subject to a "hard" lock-in for 6 months
from today's date and 50% for 12 months (with no sale of stock allowed unless
approved by the new Board after the appointment of two new directors).
However, 50% of the Service Shares will become freely tradable should the
Company's VWAP meet or exceed 0.5p per share for 5 consecutive trading days
and a further 50% of the Service Shares will become freely tradable should the
Company's VWAP meet or exceed 0.75p per share for 5 consecutive trading days.
Following issue of the Service Shares Kibo Energy plc will hold 134,443,738
Ordinary Shares representing 8.96% of the Company's enlarged issued share
capital.
Kibo Energy plc Existing Share Lock-in
Kibo Energy plc ("Kibo") (LON:KIBO) hold 96,138,738 KAT shares on which Kibo
have committed to a hard lock-in of their current shareholding in the Company
for a minimum period of 12 months (with no sale of stock allowed unless
approved by the new Board after the appointment of two new directors). 50% of
Kibo's shareholding will become freely tradable should the Company's VWAP meet
or exceed 0.5p per share for 5 consecutive trading days and a further 50% of
Kibo's shareholding will become freely tradable should the Company's VWAP meet
or exceed 0.75p per share for 5 consecutive trading days.
Non-Board Option Pool
In order to support the retention of key non-Board team members the Company
has created a pool of 25 million options to acquire new Ordinary Shares on the
same terms as the Financing Warrants, including an exercise price of 0.2p
and a 3-year life to expiry. These options will be allocated to members of
the team following appointment of the new Board ("Team Options").
For clarity no existing Board members will receive any Team Options.
Refreshed Drive, Strategy and Operations
As detailed below in the "Review of Existing Interests" and "New
Opportunities" sections the focus of the Company is to deliver material upside
to shareholders from those interests already held and by positioning the
Company in new opportunities capable of delivering value.
The junior resource sector has experienced a prolonged downturn with junior
resource companies facing considerable challenges. In this environment, new
opportunities remain available, albeit that availability is expected to reduce
as the sector recovers.
For this reason it is important that the Company acts in an efficient and
expeditious manner in its forward activities.
It is also recognised that significant effort is deployed in the reliable and
timely communication of business activities through regulatory news
announcements and related media.
Review of Existing Interests
The Company will undertake a review of existing project interests to determine
the optimal strategy for each interest, details of which will be announced to
the market on material developments.
New Opportunities
Whilst the Company will remain and operate as a junior resource exploration
and development company, going forward the Company will seek additional
opportunities to broaden its portfolio of interests in Africa, North America
and Australia.
To reflect this the Company plans to change its business name to Katoro Global
Resources, and further information in this regard will follow in due course.
The Company's stock market code will remain "KAT".
The Company now has access to a deep resource of technical advisory support
and potential new project pipeline including ground available through staking,
joint venture opportunities and acquisition opportunities.
Target projects are available and may be secured in a wide range of
commodities, however a particular focus will be on critical metal
opportunities, including uranium.
Advisory Support
Value Generation Limited ("VGL") has been appointed as an advisor to the
Company to assist with business recovery and support the Company in the areas
of strategy, operational planning, communications and business
administration. Paul Johnson of VGL, former CEO of Metal Tiger plc and Power
Metal Resources plc, will be the Chief Consultant, for this advisory work.
In accordance with the advisory agreement VGL has received 25 million warrants
to subscribe for new KAT Ordinary Shares at an exercise price of 0.2p and with
a three-year life to expiry, from the today's date.
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 830,716,920 Financing, Board and Service
Shares to be admitted to trading on AIM which is expected to occur on or
around 16 February 2024 ("Admission"). The Financing, Board and Service Shares
will rank pari passu in all respects with the existing Ordinary Shares
currently traded on AIM.
Following Admission, the Company's issued share capital will comprise
1,500,214,613 ordinary shares of 0.1 pence each. This number will represent
the total voting rights in the Company and may be used by shareholders as the
denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.
PDMR DISCLOSURE
The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provide further detail on the director's share
dealing.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name
Louis Coetzee
2 Reason for the notification
a) Position/status
Chairman
b) Initial notification /Amendment
Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name
Katoro Gold Plc
b) LEI
213800Q9L29ZXI53T558
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 1p each
Identification code ISIN: GB00BSNBL022
b) Nature of the transaction
Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1p 21,205,960
d) Aggregated information
- Aggregated volume 21,205,960
- Price 0.1p
e) Date of the transaction 9 February 2024
f) Place of the transaction Off Market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name
Lukas Marthinus Maree
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
Katoro Gold Plc
b) LEI
213800Q9L29ZXI53T558
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 1p each
Identification code ISIN: GB00BSNBL022
b) Nature of the transaction
Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1p 21,205,960
d) Aggregated information
- Aggregated volume 21,205,960
- Price 0.1p
e) Date of the transaction 9 February 2024
f) Place of the transaction Off Market
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@katorogold.com (mailto:Info@katorogold.com) Katoro Gold PLC Executive Chairman
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
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCFFLLFZLLZBBZRecent news on Katoro Gold
See all newsRCS - Katoro Gold PLC - Business Update
AnnouncementREG - Katoro Gold PLC - Business Update
AnnouncementREG - Katoro Gold PLC - Holding(s) in Company
AnnouncementREG - Katoro Gold PLC - Total Voting Rights
AnnouncementREG - Katoro Gold PLC - New Chairman Appointment Confirmed
Announcement