REG - Kefi Gold and Copper - Tulu Kapi Full Launch Underway and Fundraise

KEFI Gold and CopperAnnouncement

22/12/2025 17:00

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RNS Number : 5500M  Kefi Gold and Copper PLC  22 December 2025

NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
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UNLAWFUL.

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.

22 December 2025

KEFI Gold and Copper plc

("KEFI" or the "Company")

Tulu Kapi Project Update: Full Launch Underway

US$20 million issue of equity to Fund Immediate Component of Assembled US$340
million Debt and Equity Package and repay liabilities (the "Fundraise")

Retail Offering of up to £1 million

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, and the Kingdom of Saudi Arabia, is
pleased to report the full launch of the Company's high-grade/high-recovery
Tulu Kapi Gold Project (the "Project" or "Tulu Kapi"), having assembled the
required debt and equity capital. In addition, the Company is undertaking a
fundraise to pay initial launch costs ranging from field work to lenders' and
other financiers' fees and costs associated with the full funding package,
including the repayment of working capital facilities drawn to pay for such
costs to date.

Highlights

·    The Project is being officially launched in a structured and orderly
manner after securing US$340 million in capital-US$240 million in long-term
debt funding and assembling US$100 million in equity risk capital.

·    US$240 million long term project debt: following the announcement on
20 October 2025 that the debt offering of US$240 million had been formally
accepted, the detailed facility agreement has been finalised and is in
circulation for signing. KEFI has already commenced the process of satisfying
the lenders' requirements for drawdown under the debt facility, the first and
major condition being to assemble the equity-risk-capital of US$100 million.

·    The US$100 million equity-risk-capital has been assembled as
described below:

§ US$20 million Government equity in Tulu Kapi Gold Mines S.C. ("TKGM");

§ US$26 million to be raised in the form of redeemable preference shares
("KEFI Ethio Prefs"), designed to encourage participation of Ethiopian
investors;

§ US$30 million to be raised via Gold Streams;

§ US$10 million injection of capital by KEFI previously raised in 2025; and

§ US$20 million (£15 million) from the issue of equity announced today (the
"Fundraise") through the issue of 1,153,846,143 ordinary shares of 0.1 pence
each in the capital of the Company ("Ordinary Shares") at 1.3 pence (the
"Placing Price"). US$5 million of the proceeds of the Fundraise also covers
transaction costs, reducing the net amount of equity-risk-capital being raised
overall to US$100 million.

·    This mix of debt and equity capital offers key benefits:

§ Budgeted Tulu Kapi development costs are fully funded, plus US$5 million is
available for corporate expenses in 2026-27 not covered by joint ventures.

§ KEFI is expected to retain an approximate 83% ownership of TKGM following
the Government's US$20 million equity investment into TKGM, its 5% free
carried shareholding, and reflecting current and prior equity investments into
TKGM by KEFI.

§ It enables participation from selected Ethiopian investors in both the
public and private sectors.

·    A retail offering will be opened later today to enable eligible
retail shareholders to participate in the Fundraise for an amount of up to £1
million.

·    Ongoing negotiations may secure up to an additional US$30 million in
non-ownership-dilutive equity risk capital for KEFI. If successful, US$15
million will be set aside as a cost overrun reserve, and US$15 million will
fund exploration and development in Ethiopia and Saudi Arabia.

·    Tulu Kapi's production forecasts indicate strong net cash flow
potential for KEFI shareholders after covering all expected costs, taxes,
royalties and debt service. These estimates also include possible additional
charges related to increasing the KEFI Ethio Prefs from US$25 million to US$45
million and the Gold Streams from US$30 million to US$40 million.

Using gold prices between US$3,000 and US$5,000 per ounce the estimates show:

§ net cash flow per annum to KEFI over the first 7 years averages US$151
million to US$330 million;

§ NPV (5%) to KEFI as at start of production of US$858 million to US$1,939
million;

§ 5 to 12 pence per KEFI share as at start of production, after excluding
Saudi assets and after adjusting KEFI's issued share capital for full dilution
to account for the Fundraise, unexercised warrants and options in issue and
the potential issuance and exercise of already authorised, but as yet unissued
incentive share options;

§ IRR 112% to 200%;

§ debt service coverage ratio in respect of the US$240 million Project debt
of between 6-to-1 and 11-to-1, well exceeding the prescribed minimum of
1.5-to-1.0; and

§ if all surplus net cash flow (after all charges and capital servicing) from
initial Project production was allocated to debt prepayment, at prevailing
gold prices the full US$240 million debt would be repaid within the first 18
months.

The Fundraise

The Fundraise is being implemented in two parts, a Subscription and a Placing,
which have been undertaken using the Company's existing share issuance
authorities:

·    The Subscription: as foreshadowed in the announcement of 20 October
2025, the Company funded the payment of certain closing and launch costs from
working capital facilities. Today it repaid those liabilities (in aggregate
approximately £8.9 million) through the issue of 680,865,381 Ordinary Shares
(the "Subscription Shares") at the Placing Price.  The providers of the
working capital facilities requested to invest the amounts owed to them into
Ordinary Shares (the "Subscription").

·    The Placing: Also to fund project fees and costs, the Company has
raised gross cash proceeds of approximately £6.1 million (approximately
US$8.3 million) through a placing of 472,980,762 Ordinary Shares (the "Placing
Shares") at the Placing Price (the "Placing").

The Fundraise was undertaken by the Company's broker, Tavira Financial Limited
("Tavira").

The Company has agreed to pay Tavira certain commissions and fees, some of
which will be satisfied through the grant of 69,230,769 warrants over Ordinary
Shares (the "Broker Warrants"). Each Broker Warrant will entitle Tavira to
subscribe for one new Ordinary Share at a price of 1.3 pence per Ordinary
Share, exercisable for a period of three years from the date of Admission.

The Retail Offering

An offer will be opened shortly through RetailBook of up to 76,923,076 new
Ordinary Shares at the Placing Price (the "Retail Shares"), to raise gross
proceeds of up to £1 million (the "RetailBook Offer"). Further details of the
RetailBook Offer will be announced shortly after this announcement.

The Project Finance Package

Debt financing

As announced on 20 October 2025, US$240 million debt offering had been
formally accepted and certain fees and costs already settled from funds drawn
under KEFI's working capital arrangements. The detailed facility documentation
is now in circulation for signing. KEFI has already commenced the process of
satisfying the various industry-standard requirements for drawdown under the
debt facility agreement, the first of which is to assemble the
equity-risk-capital of US$100 million. The remaining requirements for drawdown
are expected to be satisfied during H1 2026.

Equity-risk capital

The US$100 million equity-risk-funding is described in more detail below.

TKGM will issue ordinary shares valued at US$20 million to the Ethiopian
Government, representing approximately 12% of TKGM's equity. Combined with the
government's existing 5% free-carried shareholding, this will result in a
total holding of approximately 17%. The issuance of these shares is contingent
on the completion of road and electricity infrastructure, anticipated by the
end of 2026.

Selected Ethiopian investors have been invited to subscribe to KEFI Ethio
Prefs, which are linked to both US dollars and gold price. Issuance of these
shares is subject to certain conditions and the execution of definitive legal
documentation. The KEFI Ethio Prefs will be offered through KME Minerals
Ethiopia Holding Share Company ("KME Ethiopia"), KEFI's newly established
Ethiopian holding company or its subsidiary TKGM and, in either circumstance
it is proposed that the KEFI Ethio Prefs be convertible into Ordinary Shares
of KME Ethiopia upon its intended stock exchange listing in Ethiopia after
production has commenced.

Conditional applications for KEFI Ethio Prefs totalling US$26 million (in the
Ethiopian BIRR equivalent) have been received, with detailed negotiations in
progress with a view to finalising detailed documentation to be approved by
project finance lenders prior to execution. Additionally, further but less
advanced conditional applications amounting to US$20 million are under review
for approval by relevant Ethiopian investors.

The equity-ranking Gold Streams have been entered into with two mining
specialist royalty funds, and in that respect:

·    US$30 million term sheet signed with one such fund, based on US$20
million subject to documentation and the balance of US$10 million being
subject to due diligence and documentation; and

·    an additional US$10 million non-binding term sheet has been signed
with a second royalty fund, subject to due diligence.

·    The conditionality of these funds' due diligence is considered by
KEFI as largely procedural because of the
already-approved-for-secured-project-loans status of the Project, the explicit
agreement with these specialist royalty funds that their entitlement rights
will rank as equity-risk-capital and their agreement that the Gold Streams
will be subordinated in all respects to the secured loans. Both arrangements
however remain subject to detailed documentation which needs to be agreed with
the funds and approved by the senior lenders.

In addition to the above, approximately US$30 million has been raised across
two equity fundraisings by the Company in 2025 (including today's Fundraise),
which also provided an extra US$5 million for transaction and other Project
costs.

Overall, the KEFI Board of Directors has concluded that these arrangements to
raise US$340 million development capital, and potentially up to US$370
million, in debt and equity-risk-capital are in the best interests of KEFI
shareholders.

The Use of Funds

 

As foreshadowed in the Company's announcement of 20 October 2025, the
Fundraise fulfils a small but important role in the full US$340 million
finance package by paying for project costs and fees incurred to date through
the repayment of amounts due of £8.9 million on working capital advances, and
by contributing a further £6.1 million for project costs and fees being
incurred.

 

The various forms of equity risk capital will be largely deployed prior to
debt drawdown during 2026, with certain permitted exceptions such as the
Government's US$20 million investment in TKGM being scheduled in tandem with
the construction of off-site infrastructure during 2026 and the drawdown of
the KEFI Ethio Prefs' investment being synchronised to match the schedule for
disbursement of Project costs in Ethiopian BIRR during 2026 and 2027.

 

KEFI Founder and Executive Chairman, Harry Anagnostaras-Adams, commented: "It
is a momentous occasion to be able to announce that the full funding package
has been assembled for the launch of KEFI's Tulu Kapi Gold Project, which we
believe to be one of Africa's highest grade gold development projects.

"Today's milestone is the culmination of a long and challenging journey which
demanded dedication and support from our teams and from all stakeholders, for
which we reiterate our deep appreciation.

"As regards the design of the Project financing, we creatively assembled
choices and we assessed in great detail the best way to structure - to ensure
project risk is managed and net value is optimised for KEFI shareholders.
Having finalised the Project secured loan package for 70% of the capital
requirements and now having assembled the various elements of the
equity-risk-capital, we have a clear pathway to finalising any remaining
negotiations and finalising detailed documentation - which today's Fundraise
allows us to do and the Project to launch.

"With the financial structure assembled, KEFI is aligned with Government,
local investors, major development banks and leading industry specialist
contractors. Moreover, we anticipate a c.83% beneficial interest in Tulu Kapi,
meaning that the vast majority of the expected substantial net cashflows from
the Project will be attributable to KEFI shareholders.

"We now trigger KEFI's development chapter in Ethiopia for commissioning first
production in 2027 and full production as from 2028. We will concurrently
advance our large pipeline of projects which advance at various stages. A
string of milestones lies ahead on that score, which we will set out shortly.

"When we were invited by long-standing in-country investors into the Kingdom
of Saudi Arabia in 2008 and then into Ethiopia in 2014, we immediately
confirmed the prospectivity of both countries.  And especially pleasing now
is that both countries are vigorously opening up their minerals sectors at the
same time as our projects are able to go into development, first in Ethiopia
and in the not-too-distant future in Saudi Arabia also.

"I look forward to 2026 with extreme confidence in a prosperous future for
KEFI."

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Placing Shares and the Subscription Shares (together, the "New Ordinary
Shares") to trading on AIM and it is expected that admission will become
effective and that dealings in the New Ordinary Shares will commence at 8.00
a.m. on or around 30 December 2025 ("Admission").

Following Admission, the total issued share capital of the Company will
consist of 10,681,603,909 Ordinary Shares each with one voting right. The
Company does not hold any Ordinary Shares in treasury. Therefore, the total
number of voting rights in the Company will be 10,681,603,909 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.

 

Enquiries

 

 KEFI Gold and Copper plc
 Harry Anagnostaras-Adams (Executive Chairman)       +357 2225 6161
 John Leach (Finance Director)
 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 6632
 Tim Metcalfe, Florence Staton
 3PPB LLC (North American Institutional IR)
 Patrick Chidley                                     +1 (917) 991 7701
 Paul Durham                                         +1-203-940-2538

 

Further information can be viewed at https://www.kefi-goldandcopper.com
(https://www.kefi-goldandcopper.com/)

 

Updated Indicative Economic Metrics for Tulu Kapi Gold Project

100% Basis, after taking into account proposed Gold Streams and KEFI Ethio
Prefs

Gold Streams terms:

·    Gold delivery obligations are to rank at the bottom of the cashflow
waterfall after all costs and outgoings (including debt service), but before
dividends and repayment of shareholder loans

·    Each US$10 million tranche is entitled to 3% of the gold produced
from TKGM's mining licence until 30,000 oz of gold has been sold under the
stream, after which the entitlement steps down to a right to buy 2% of the
gold for the life of the mine

·    Gold sold to streamers at 20% of prevailing market price

KEFI Ethio Prefs features:

·    8 Year Term

·    Redeemable at the same official exchange rate (Ethiopian Birr to US$)
as at issuance

·    15% yield which accrues for the first 4 years, payable in US$ or
BIRR-equivalent of US$ (as at date of issuance)

·    Potential upside for investors based on the difference between the
gold price prevailing at the time of issuance and as at maturity, calculated
and payable at maturity by multiplying that price difference by the gold
oz-equivalent of the sum invested

Economic Metrics and the Impact of the Gold Streams and KEFI Ethio Prefs:

·    Economic Metrics of Tulu Kapi to KEFI shareholders (83% beneficial
interest) at gold price US$3,000/oz to $US$5,000/oz and after servicing US$240
million of debt, US$40 million of Gold Streams and US$45 million of KEFI Ethio
Prefs:

o  net cash flow over the first 7 years available to KEFI:

§ US$1,054 million (or US$151 million per annum) at US$3,000/oz

§ US$2,308 million (or $US330 million per annum) at US$5,000/oz

o  IRR% 112% to 200%

o  NPV US$858 million to US$1,939 million (5% discount rate) at start of
production

o  NPV to KEFI at start of production per share in issue 5-12 pence (5%
discount rate), excluding Saudi assets and after adjusting KEFI issued share
capital for full dilution to account for the Placing Shares and Subscription
Shares, unexercised warrants and options on issue and the potential issuance
and exercise of already authorised but as yet unissued incentive share
options.

 

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 (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 New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary 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, Tavira 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 New Ordinary Shares or possession or
distribution of this announcement or any other publicity material relating to
such New Ordinary 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 Fundraise and/or
the offer or sale of the New Ordinary 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 Placing and the
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) 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 New Ordinary Shares to be issued or sold pursuant to the Fundraise will
not be admitted to trading on any stock exchange other than AIM.

 

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