REG - Kefi Gold and Copper - Result of Capital Raise

KEFI Gold and CopperAnnouncement

05/03/2024 07:00

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RNS Number : 5491F  Kefi Gold and Copper PLC  05 March 2024

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.

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

5 March 2024

KEFI Gold and Copper plc

("KEFI" or the "Company")

Result of Capital Raise

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 provide an update on
its Capital Raise, further to the announcements made yesterday.

The Company is pleased to announce that the Retail Offer via PrimaryBid is
successfully completed and has now closed. From the Retail Offer, the Company
has raised gross proceeds of approximately £495,916 (before expenses) via the
issue of 82,652,722 Ordinary Shares at the Placing Price of 0.6 pence per
Ordinary Share.

In total the Capital Raise is therefore expected to raise gross proceeds of
approximately £5.0 million through the £4.5 million Firm Placing and the
£495,916 Retail Offer. The completion of the Conditional Remuneration Issue
remains subject to the passing of resolutions at the Company's General Meeting
to be convened on 26 March 2024.

Shareholders are reminded that because the Conditional Remuneration Issue is
conditional, among other things, on the passing of the share allotment and
disapplication of pre-exemption rights resolutions to be proposed at the
General Meeting, should the resolutions not be passed, the Conditional
Remuneration Issue will not proceed.  Further announcements will be made in
due course as appropriate.

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement made by the Company at 4.35 p.m. on
4 March 2024.

Total Voting Rights

Application has been made to the London Stock Exchange for Admission of the
750,000,000 Firm Placing Shares and the 82,652,722 Retail Shares to trade on
AIM and it is expected that Admission will become effective and that dealings
in the Firm Placing Shares and the Retail Shares will commence at 8.00 a.m. on
or around 8 March 2024.  Following Admission of the Firm Placing Shares and
the Retail Shares, the total issued share capital of the Company will consist
of 5,797,774,122 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 5,797,774,122 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. The person responsible for the release of this announcement is Harry
Anagnostaras-Adams (Executive Chairman).

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)   +44 (0) 20 3470 0470
 Jeff Keating, Adam Cowl

 Tavira Financial Limited (Lead 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

 3PPB LLC International (Institutional IR)            +1 (917) 991 7701

                                                      +1 (203) 940 2538
 Patrick Chidley

 Paul Durham

Further information can be viewed at www.kefi-goldandcopper.com
(http://www.kefi-goldandcopper.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 Remuneration Shares (together, the
"Firm Placing and Remuneration 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 Remuneration 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 Remuneration 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 or the Republic of South
Africa.

No public offering of the Firm Placing and Remuneration Shares is being made
in the United States, United Kingdom or elsewhere. All offers of the Firm
Placing and Remuneration 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 Remuneration Shares or
possession or distribution of this announcement or any other publicity
material relating to such Firm Placing and Remuneration 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 Capital Raise and/or the offer or sale of the Firm
Placing and Remuneration 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 Remuneration Issue. 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) 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 the Company
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 or
referred to in 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 Remuneration Shares and the Retail Shares to be issued or
sold pursuant to the Capital Raise will not be admitted to trading on any
stock exchange other than AIM.

 

 

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