REG - Kefi Gold and Copper - Placing, Subscription, PrimaryBid Offer

KEFI Gold and CopperAnnouncement

30/05/2023 17:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230530:nRSd0771Ba&default-theme=true

RNS Number : 0771B  Kefi Gold and Copper PLC  30 May 2023

 

30 May 2023

KEFI Gold and Copper plc

("KEFI" or the "Company")

Institutional Placing to Raise £5.5 million

Conditional Subscription to raise £0.7 million

Primary Bid Offering to raise up to £1 million

Notice of Annual General Meeting

KEFI Gold and Copper (AIM: KEFI), the gold and copper exploration and
development company with projects in the Federal Democratic Republic of
Ethiopia and the Kingdom of Saudi Arabia, is pleased to announce a fundraising
to raise gross cash proceeds of up to £7.2 million through:

1)    a firm placing of 785,714,285 new ordinary shares of 0.1 pence each
in the capital of the Company ("Ordinary Shares") at a price of 0.7 pence per
Ordinary Share (the "Placing Price") to raise £5.5 million (the "Firm
Placing"), arranged by Tavira Financial Limited ("Tavira" or the "Broker");

2)    a conditional subscription for 98,325,128 Ordinary Shares at the
Placing Price (the "Conditional Subscription Shares"), subject to approval by
shareholders at the Company's Annual General Meeting ("AGM"), arranged by KEFI
to raise approximately £0.7 million (the "Conditional Subscription"); and

3)    an offer via the PrimaryBid platform of up to 142,857,142 new
Ordinary Shares at the Placing Price (the "Retail Shares") to be issued
subject to approval by shareholders at the AGM to raise up to £1.0 million
(the "Retail Offer")

 

(together, the "Capital Raise").

Firm Placing

The Company will raise £5.5 million through the issue of 785,714,285 new
Ordinary Shares (the "Firm Placing Shares") at a placing price of 0.7 pence
per Ordinary Share.

Application has been made to the London Stock Exchange for admission of the
new Ordinary Shares to trade on AIM ("Admission") and it is expected that
Admission will become effective and that dealings in the Firm Placing Shares
will commence at 8.00 a.m. on or around 5 June 2023 ("First Admission").

Conditional Subscription

The Conditional Subscription requires shareholder approval at the Annual
General Meeting of the Company, to be held on 30 June 2023. The Conditional
Subscription consists of 98,325,128 Conditional Subscription Shares to be
subscribed. A circular containing the notice of AGM will be posted to
shareholders in the next week. The Conditional Subscription is conditional,
inter alia, on First Admission becoming effective, the passing of the
resolutions to be proposed at the Annual General Meeting and the admission of
the Conditional Subscription Shares to trading on AIM becoming effective at
8.00 a.m. on or around 3 July 2023 ("Second Admission").

Shareholders are reminded that because the Conditional Subscription is
conditional, among other things, on the passing of the share allotment and
disapplication of pre-exemption rights resolutions to be proposed at the AGM,
should the resolutions not be passed, the Conditional Subscription will not
proceed.

Retail Offer

The Directors recognise the importance of giving retail shareholders and
investors an opportunity to participate in the Company's ongoing funding,
should they be unable to participate in the Firm Placing or Conditional
Subscription. Consequently, the Company intends to make an offer on the
PrimaryBid platform of new Ordinary Shares at the Placing Price (the "Retail
Offer"). In total, the Company expects to issue up to 142,857,142 Retail
Shares subject to approval of shareholders at the AGM.  To the extent it is
able, the Company will prioritise existing KEFI shareholders in the Retail
Offer. Further details of the Retail Offer will be announced shortly. The
Retail Offer is conditional upon the approval of shareholders at the AGM.

The Retail Offer will be made on terms outlined in a separate announcement by
the Company to be made shortly regarding the Retail Offer and its terms.

Participation by Management

Once KEFI has released its Annual Report for the year ending 31 December 2022
and is no longer in a closed period, the Company intends to offer the
opportunity for certain Directors and PDMRs of the Company to accept ordinary
shares at the Placing Price in lieu of cash remuneration fees.

Use of Proceeds

The expected gross Capital Raise proceeds of up to £7.2 million (the "Gross
Proceeds") will mainly be used to fund:

·    Completion of project financing and launch of the Company's Tulu Kapi
Gold Project.  As previously reported, a US$390 million project finance
package has been assembled. The Final Umbrella Agreement was signed in April
2023 (see RNS 27 April 2023 for further information). The Company expects
binding terms to be entered into within the next month or so subject to
ongoing successful satisfaction of outstanding conditions precedent which are
normal for a transaction of this nature;

·    Funding for the Company's share of costs for a £10 million
exploration and study programme in Saudi Arabia. This programme include the
completion of a Definitive Feasibility Study ("DFS") at Jibal Qutman ("Jibal
Qutman") and a Pre-Feasibility Study ("PFS") at Hawiah Gold and Copper
("Hawiah"), as well as additional exploration drilling and studies across the
project portfolio, which includes 15 exploration licences. The potential
combined identified gold-equivalent resources at Jibal Qutman and Hawiah
already exceed those at Tulu Kapi;

·    The extinguishing of certain current liabilities and advances to
strengthen the Company's balance sheet ahead of proposed project development;
and

·    General working capital.

Placing Agreement

Tavira acted as broker to the Firm Placing. The Company has appointed the
Broker as its agent pursuant to the terms of a placing agreement executed on
or about today's date (the "Placing Agreement").

The Company has agreed to pay the Broker certain commissions and fees, some of
which will be satisfied through the grant of 39,285,714 warrants over KEFI
ordinary shares (the "Broker Warrants") subject to shareholder approval at the
Annual General Meeting. Each Broker Warrant will entitle the Broker to
subscribe for one new KEFI ordinary share at a price of 0.7 pence per share,
exercisable for a period of three years from the date of Second Admission.

Notice of Annual General Meeting

A circular convening the Annual General Meeting (AGM) to be held 30 June 2023
will be circulated shortly. The Annual General Meeting is to be held at 11:00
a.m. (EEST) (9:00 a.m. (BST)) on 30 June 2023 at 1 Achaion Street, Engomi,
Nicosia, 2413, Cyprus to consider and, if thought appropriate, pass the
resolutions that are required to issue and allot the Conditional Subscription
Shares, the Retail Shares and the Broker Warrants, and also to deal with other
usual business at the AGM.

Once published, the circular will be available to download from the Company's
website at www.kefi-goldandcopper.com. It is important that shareholders lodge
their votes in advance of the General Meeting through submission of their
proxy votes.

If the resolutions required to approve the Conditional Subscription are not
approved at the Annual General Meeting, the Company will need to seek an
increased amount of additional funding from alternative sources to support its
operations. However, there is no guarantee that such increased amount of
additional funding could be obtained in the requisite time frame or at all. If
the Resolutions are not approved at the Annual General Meeting, and no
alternative funding can be raised, the Company's ability to operate as a going
concern may be put at risk.

Investor Webinar

The Company will host an investor webinar at 12:00 p.m. (EEST) (10:00 a.m.
(BST)) on Friday 30 June 2022 which will be accessed via:
https://www.kefi-goldandcopper.com/ (https://www.kefi-goldandcopper.com/)

Shareholders are encouraged to submit questions by emailing:
questions@brrmedia.co.uk. The webinar will subsequently be available on the
Company's website at: http://www.kefi-goldandcopper.com/news/webcasts.

Admission to AIM

Application has been made for admission of 785,714,285 new ordinary shares of
the Company and it is expected that First Admission will take place and that
trading will commence on AIM at 8.00 a.m. on or around 5 June2023.

Conditional on shareholder approval, application will be made for admission of
the Conditional Subscription Shares and the Retail Shares to trading on AIM
after the Annual General Meeting and it is expected that Second Admission will
become effective and dealings will commence in the Conditional Subscription
Shares and Retail Shares at 8:00 a.m. on or around 3 July 2023.

The Firm Placing Shares, the Conditional Subscription Shares and the Retail
Shares will rank pari passu in all respects with the existing ordinary shares
of the Company.

Harry Anagnostaras Adams, Chairman of KEFI Gold and Copper commented:

"We are pleased that, despite weak and turbulent financial markets, KEFI is
able to reduce its balance sheet risk in preparation for the Tulu Kapi project
financing at the same time as elevating its rate of progress in Saudi Arabia.

"Tulu Kapi Gold in Ethiopia is planned to start production in 2025 and at gold
price of c. US$2,000/oz, KEFI's beneficial interest in the estimated Net
Operating Cash Flow from Tulu Kapi alone is estimated to be c. £100 million
average per annum and in the NPV is estimated at £178 million, or
respectively 2.6 pence and 4.55 pence per current KEFI share in issue.

"The targeted next cab off the rank for development and then cash flow
generation is Jibal Qutman Gold in Saudi Arabia which is being driven to start
production in 2025 alongside Tulu Kapi. We wish to then develop and start-up
Hawiah Copper and Gold, also in Saudi Arabia. A gross £10 million budget is
being applied to the Saudi operations via operating JV company Gold &
Minerals. Drilling is underway and the Company expects to release its PFS on
Hawiah and other progress reports as from the coming month.

"The combination of these three advanced projects is expected to have a
transformative effect on KEFI as will the pipeline of less advanced projects
being tackled in both countries."

Total Voting Rights

Application has been made to the London Stock Exchange for Admission of the
Firm Placing Shares to trade on AIM and it is expected that First Admission
will become effective and that dealings in the Firm Placing Shares will
commence at 8.00 a.m. on or around 5 June 2023. Following First Admission of
the Firm Placing Shares, the total issued share capital of the Company will
consist of 4,724,833,335 Ordinary Shares each with voting rights. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total number of
voting rights in the Company will be 4,724,833,335 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 in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

Enquiries

 KEFI Gold and Copper plc
 Harry Anagnostaras-Adams (Executive Chairman)                         +357 994 57843
 John Leach (Finance Director)                                         +357 992 08130

 SP Angel Corporate Finance LLP (Nominated Adviser and Joint Broker)   +44 (0) 20 3470 0470
 Jeff Keating, Adam Cowl

 Tavira Financial Limited (Joint Broker)                               +44 (0) 20 7100 5100
 Oliver Stansfield, Jonathan Evans

 IFC Advisory Ltd (Financial PR and IR)                                +44 (0) 20 3934 6630
 Tim Metcalfe, Florence Chandler

Further information can be viewed at www.kefi-minerals.com
(http://www.kefi-minerals.com)

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

No public offering of the securities referred to herein is being made in any
such jurisdiction or elsewhere.

The Firm Placing Shares and the Conditional Subscription Shares (together, the
"Firm Placing and Subscription Shares") have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority or under any securities
laws of any state or other jurisdiction of the United States and may not be
offered, sold, resold, pledged, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Firm Placing
and Subscription Shares have not been approved, disapproved or recommended by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of the offering
of the Firm Placing and Subscription Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the United
States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or
to, or for the account or benefit of, any national, resident or citizen of
 the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa.

No public offering of the Firm Placing and Subscription Shares is being made
in the United States, United Kingdom or elsewhere. All offers of the Firm
Placing and Subscription Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Regulation (EU)
2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980
and Commission Delegated Regulation (EU) 2019/979) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation").

No action has been taken by the Company,  the Broker or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively, "Representatives") that
would, or is intended to, permit an offer of the Firm Placing and Subscription
Shares or possession or distribution of this Announcement or any other
publicity material relating to such Firm Placing and Subscription Shares in
any jurisdiction where action for that purpose is required. Persons receiving
this Announcement are required to inform themselves about and to observe any
restrictions contained in this Announcement. The distribution of this
Announcement, and the Placing and/or the offer or sale of the Firm Placing and
Subscription Shares, may be restricted by law in certain jurisdictions.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is lawful to do
so.

Members of the public are not eligible to take part in the Firm Placing and
the Conditional Subscription. This Announcement is for information purposes
only and is directed only at: (a) persons in Member States of the European
Economic Area ("EEA") who are qualified investors within the meaning of
article 2(e) of the Prospectus Regulation (EU) 2017/1129; (b) in the United
Kingdom, qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are persons who (i) have professional experience in
matters relating to investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; and (c) otherwise, persons to
whom it may otherwise lawfully be communicated, (all such persons in (a), (b)
and (c) together being referred to as "Relevant Persons"). This Announcement
must not be acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so.

This Announcement may contain, and the Company may make, verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. These forward-looking
statements reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and cautions that
its actual results of operations and financial condition, and the development
of the industry in which it operates, may differ materially from those made in
or suggested by the forward looking statements contained in this Announcement
and/or information incorporated by reference into this Announcement. The
information contained in this Announcement is subject to change without notice
and except as required by applicable law or regulation, the Company expressly
disclaims any obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto, or any
changes in events, conditions or circumstances on which any such statements
are based, except where required to do so under applicable law.

The Firm Placing and Subscription Shares and the Retail Shares to be issued or
sold pursuant to the Placing will not be admitted to trading on any stock
exchange other than AIM.

 

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  IOEEAKSEDDEDEFA