REG - Kefi Gold and Copper - Results of Placing

KEFI Gold and CopperAnnouncement

20/03/2026 07:00

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RNS Number : 3988X  Kefi Gold and Copper PLC  20 March 2026

20 March 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR
INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES,
AUSTRALIA, SWITZERLAND, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF KEFI GOLD AND COPPER
PLC AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD
SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

 

KEFI Gold and Copper plc

("KEFI" or the "Company")

 

Results of Placing

 

KEFI (AIM: KEFI), a gold and copper exploration and development company
focused on the Arabian-Nubian Shield with a pipeline of projects in the
Federal Democratic Republic of Ethiopia ("Ethiopia"), and the Kingdom of Saudi
Arabia, is pleased to announce that is has successfully raised gross proceeds
of £34 million, (approximately US$45 million) before expenses, via the issue
of 2,814,681,378 new Ordinary Shares (the "Placing Shares") at a price of 1.2
pence per share (the "Issue Price"). The Issue Price represents a discount of
approximately 15 per cent. to the closing price per existing Ordinary Share as
of 19 March 2026 (the latest practicable date prior to this Announcement).

The Placing was oversubscribed, receiving strong support from existing and new
investors, allowing the Company to broaden its institutional following and
market support. KEFI's management team actively participated in the
structuring and allocation of the Placing.

Concurrent with the Placing, the Company is undertaking a retail offering to
eligible retail investors (the "Retail Offering") for up to £1 million
(approximately US$1.3 million). The results of the Retail Offering will be
announced in due course.

The Company also intends to issue up to 71,048,917 new Ordinary Shares (the
"Subscription Shares" and, together with the Placing Shares and the Retail
Shares, the "New Shares") at the Placing Price to certain service providers of
the Company to settle outstanding fees totalling approximately £853,000 (the
"Subscription").

KEFI Founder and Executive Chairman, Harry Anagnostaras-Adams, commented:

"This strong and oversubscribed equity raise, driven by significant
institutional demand, is a clear endorsement of KEFI's strategy and the
quality of the Tulu Kapi project. The increased scale of the fundraising
ensures that Tulu Kapi is now fully funded through development, replacing some
higher cost capital and positioning us to move forward with confidence.
Importantly, it also provides the funding to accelerate our substantial
broader growth opportunities by advancing our highly prospective strategic
exploration portfolio, both underground at Tulu Kapi and more widely. We
believe this marks a pivotal step in unlocking substantial value for KEFI
shareholders, both at Tulu Kapi and in the longer-term across a wider asset
base. In addition, the institutional investor support we have received
positions the Company well for its intended transition to the Main Market of
the London Stock Exchange in due course."

Settlement of the Placing Shares, Posting of Circular and Notice of General
Meeting

As set out in the Company announcement dated 19 March 2026, it is expected
that the Placing Shares will be settled in two tranches. The first tranche of
Placing Shares (the "First Tranche Placing Shares"), consisting of 589,000,000
new Ordinary shares (representing approximately 5.5% of the Company's existing
issued share capital) is expected to settle on or around 8.00 a.m. on 24 March
2026. Settlement for, and Admission of, the 2,225,681,378 second tranche of
Placing Shares (the "Second Tranche Placing Shares"), the Retail Shares and
the Subscription Shares (representing approximately 22% of the Company's
existing issued share capital) will be subject to the passing of the
Resolutions at the General Meeting to be held on or around 14 April 2026. The
Company will publish a Notice of General Meeting setting out the shareholder
resolutions requiring approval, and the Board's recommended support for it,
the week commencing 23 March 2026. The First Tranche Placing Shares will not
require or be conditional upon further shareholder approval.

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 5:07 p.m. on
19 March 2026.

Total Voting Rights

Application has been made to the London Stock Exchange for Admission of the
589,000,000 First Tranche Placing Shares to trade on AIM and it is expected
that Admission will become effective and that dealings in the First Tranche
Placing Shares will commence at 8.00 a.m. on or around 24 March 2024.
Following Admission of the First Tranche Placing Shares, the total issued
share capital of the Company will consist of 11,339,979,447 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
11,339,979,447 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.

The person responsible for the release of this announcement is Harry
Anagnostaras-Adams (Executive Chairman).

Enquiries

 KEFI Gold and Copper plc                            Tel: +357 2225 6161
 Harry Anagnostaras-Adams (Executive Chairman)

 John Leach (Finance Director)

 SP Angel Corporate Finance LLP (Nominated Adviser)  Tel: +44 20 3470 0470

 Jeff Keating / Caroline Rowe / Adam Cowl

 Stifel Nicolaus Europe Limited (Joint Bookrunner)   Tel: +44 20 7710 7600
 Ashton Clanfield / Varun Talwar
 Tavira Financial Limited (Joint Bookrunner)         Tel: +44 20 7100 5100
 Oliver Stansfield / Jonathan Evans

 IFC Advisory Ltd (Financial PR and IR)              Tel: +44 20 3934 6632
 Tim Metcalfe / Florence Staton

 IMPORTANT NOTICES

The information contained in this announcement is for information purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. The information in this announcement is
subject to change.

Neither this announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Australia, Switzerland, Canada, Japan, or South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction.

This does not constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of the
Company in the United States, Switzerland, Australia, Canada, Japan or South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.

Any failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. The Placing Shares have not been, and
will not be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or under any securities laws of any state or other
jurisdiction of the United States or any jurisdiction where it would be
unlawful to do so and may not be offered, sold, resold, 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
and in compliance with the securities law of any other jurisdiction. No public
offering of the Placing Shares is being made in the United States or any other
jurisdiction where it would be unlawful to do so.

This announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by the Joint Bookrunners, or
by any of their respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents as to or in relation to, the accuracy or
completeness of the information or opinions contained in this announcement or
any other written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly disclaimed. None of
the information in this announcement has been independently verified or
approved by the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents.

To the fullest extent permissible by law and applicable FCA Rules, none of (a)
Stifel or Tavira, (b) any of Stifel or Tavira's respective affiliates, agents,
directors, officers, employees or consultants, (c) to the extent not contained
within (a) or (b), any person connected with Stifel or Tavira as defined in
the Financial Services and Markets Act 2000, as amended (the "FSMA") ((b) and
(c) being together "affiliates" and individually an "affiliate" of Stifel or
Tavira) or (d) any person acting on Stifel or Tavira's behalf respectively
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to any Placee or to any other person whether acting on
behalf of a Placee or otherwise. In particular, neither Stifel nor Tavira nor
any of their affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.

No statement in this announcement is intended to be a profit forecast or
estimate, and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.

 

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