REG - Kefi Gold and Copper - PrimaryBid Offer to raise up to £1 million

KEFI Gold and CopperAnnouncement

30/05/2023 17:45

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RNS Number : 0779B  Kefi Gold and Copper PLC  30 May 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF KEFI GOLD AND
COPPER PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

30 May 2023

 

KEFI GOLD AND COPPER PLC

("KEFI" or the "Company")

PrimaryBid Offer to raise up to £1 million

·   KEFI announces a retail offer via PrimaryBid to raise up to £1 million
through the issue of up to 142,857,142 new ordinary shares;

·   The Placing Price for the Retail Shares is 0.7 pence per Retail Share,
representing a discount of 16.7 per cent to the closing mid-market price on 26
May 2023;

·   Investors can access the PrimaryBid Offer by visiting
www.PrimaryBid.com
(https://primarybid.com/uk/investors?utm_source=rns&utm_medium=referral&utm_campaign=cortez)
and downloading the PrimaryBid mobile app;

·   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms.
Subscriptions through these partners can be made from tax efficient savings
vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   Both the Placing Shares and Retail Shares will be sold at the Placing
Price;

·   There is a minimum subscription of £250 per investor in the PrimaryBid
Offer;

·   No commission is charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

KEFI Gold and Copper plc (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
conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of
new ordinary shares of 0.1 pence each in the Company ("Retail Shares") at an
issue price of 0.7 pence per new ordinary share (the "Placing Price"), being a
discount of 16.7 per cent to the closing mid-market price on 26 May 2023. The
issue of the Retail Shares will be subject to approval by shareholders at the
Company's Annual General Meeting on 30 June 2023. The Company is also
conducting a firm placing of new ordinary shares (the "Placing Shares") at the
Placing Price (the "Firm Placing") and a conditional subscription of new
ordinary shares at the Placing Price, subject to approval by shareholders at
the Company's Annual General Meeting, as announced earlier today.

The PrimaryBid Offer is conditional on the Retail Shares and the Placing
Shares being admitted to trading on AIM ("Admission"). Admission is expected
to be take place at 8.00 a.m. on 3 July 2023. The PrimaryBid Offer will not be
completed without the Firm Placing also being completed.

The Company will use the net proceeds of PrimaryBid Offer to fund preparations
for financial close and project launch at the Company's Tulu Kapi Gold Project
("Tulu Kapi"), to contribute to the Company's share of the Saudi joint venture
costs for the Definitive Feasibility Study at the Jibal Qutman Gold Project
and the Pre-Feasibility Study of the Hawiah Gold and Copper Project, with a
view to their development following that of Tulu Kapi, to repay existing debt
and for general working capital.

Reason for the PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
PrimaryBid Offer by applying through the PrimaryBid mobile app available on
the Apple App Store and Google Play. Investors may also be able to subscribe
to the PrimaryBid Offer using their ISA, SIPP or GIA by contacting their
retail broker, wealth manager or investment platform. PrimaryBid does not
charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

The PrimaryBid Offer, will be open to individual and institutional investors
following the release of this Announcement. The PrimaryBid Offer is expected
to close at 9.00 p.m. on 30 May 2023.  The PrimaryBid Offer may close early
if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the
PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an
application for Retail Shares has been made and accepted via PrimaryBid, an
application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the PrimaryBid Offer, visit www.PrimaryBid.com
(https://primarybid.com/uk/investors?utm_source=rns&utm_medium=referral&utm_campaign=cortez)
 or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) .

The Retail Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with
the Company's existing ordinary shares.

 KEFI Gold and Copper plc                            +357 994 57843

+357 992 08130
 Harry Anagnostaras-Adams (Executive Chairman)

John Leach (Finance Director)

 PrimaryBid Limited                                  enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Nick Smith / James Deal

 SP Angel Corporate Finance LLP (Nominated Advisor)  +44 (0) 20 3470 0470

 Jeff Keating, Adam Cowl

 IFC Advisory Ltd (Financial PR and IR)              +44 (0) 20 3934 6630

 Tim Metcalfe, Florence Chandler

Details of the PrimaryBid Offer

The Company highly values its retail investor base and believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the PrimaryBid Offer. To the extent it is able, the
Company will prioritise existing KEFI shareholders in the PrimaryBid Offer.
The Company is therefore making the PrimaryBid Offer available through
PrimaryBid.

The PrimaryBid Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority (as competent authority under
Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in
the European Union (Withdrawal) Act 2018). The PrimaryBid Offer is not being
made into the United States, Australia, Canada, the Republic of South Africa,
Japan or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
PrimaryBid Offer which is open to existing shareholders and other investors
subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com
(https://primarybid.com/uk/investors?utm_source=rns&utm_medium=referral&utm_campaign=cortez)
. The terms and conditions on which the PrimaryBid Offer is made, including
the procedure for application and payment for Retail Shares, is available to
all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Shares and investment in the
Company carries a number of risks. Investors should consider the risk factors
set out on www.PrimaryBid.com
(https://primarybid.com/uk/investors?utm_source=rns&utm_medium=referral&utm_campaign=cortez)
and the PrimaryBid mobile app before making a decision to subscribe for Retail
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the Retail Shares if they are in
any doubt.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful.  Further, this Announcement is for information purposes
only and is not an offer of securities in any jurisdiction.

END

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