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RNS Number : 2751Y Kendrick Resources PLC 25 February 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF KENDRICK RESOURCES PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET
SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
.
25 February 2025
Kendrick Resources Plc
("Kendrick" or the "Company" or the "Group")
£107.5 K Fundraising including £20K Director's subscription to
support work on Airijoki vanadium copper project in Sweden
and assessment of new project opportunities
Issue of Equity and TVR
Kendrick Resources Plc (LSE: KEN), the mineral exploration and development
company building battery metal projects in Scandinavia, is pleased to announce
a fundraising of £107,500 from existing shareholders, new investors and
Directors.
Fundraising: The Company has raised £107,500 before expenses (the
"Fundraising") at 0.25 pence per Ordinary Share (the "Fundraising Price")
through the issue of 43,000,000 new Ordinary Shares of £0.0003 each (the
"Fundraising Shares") conditional only upon admission of the Fundraising
Shares to listing on the FCA's Official List (Equity Shares (transition)
category) and to trading on the main market of the London Stock Exchange
("Admission"). The Fundraising comprises a placing of 31,000,000 Fundraising
Shares raising £77,500 via Shard Capital Partners PLC ("Shard") (the
"Placing"), and Company arranged share subscriptions for 12,000,000
Fundraising Shares raising £30,000 (the "Share Subscriptions").
Director's participation in Fundraising: Colin Bird, the Company's Executive
Chairman has subscribed £20,000 for 8,000,000 Fundraising Shares which
represent in aggregate 18.6 per cent. of the gross Fundraising proceeds.
Use of Proceeds: The net proceeds from the Fundraising are planned to be used
in relation to the following project activities:
1) Airijoki Project: Further analysis and work to support the development
and implementation of an appropriate strategy to build a sustainable vanadium
business;
2) assessment of new copper and base metals project opportunities; and
3) also on corporate overheads and to provide working capital for the
Group.
Further Details on the Fundraising: Pursuant to the Fundraising, in aggregate,
43,000,000 Fundraising Shares will be issued at the Fundraising Price to
Chairman Colin Bird, existing shareholders and new investors conditional upon
Admission. The Fundraising Price is the same as the closing middle market
price of an Ordinary Share of 0.25 pence on 24 February 2025, being the latest
practicable date prior to this announcement. The Company is also issuing a
warrant to Shard to subscribe for 1,550,000 new Ordinary Shares exercisable at
the Fundraising Price for a period of three years from Admission ("Broker
Warrants").
The Fundraising Shares represent, in aggregate, approximately 14.7 per cent.
of the Company's enlarged issued share capital (as enlarged by the issue of
the Fundraising Shares). The Fundraising Shares will be fully paid and
rank pari passu in all respects with the Company's existing Ordinary Shares.
Related Party Transaction - Director's Participation: Colin Bird's
participation in the Fundraising constitutes a related party transaction
pursuant to rule 7.3 of the Disclosure Guidance and Transparency Rules.
Accordingly, the independent directors, being Evan Kirby, Martyn Churchouse,
Alex Borrelli and Kjeld Thygesen consider Colin Bird's participation in the
Fundraising to be fair and reasonable insofar as the Company's shareholders
are concerned.
Director shareholding update: Colin Bird currently is interested in 47,819,226
Ordinary Shares and after his participation in the Fundraising this will
increase to 55,819,226 Ordinary Shares representing 19.03% of the total voting
rights after the issue of the Fundraising Shares.
Application to trading: The Fundraising is conditional on Admission.
Applications will be made to the FCA and the London Stock Exchange for the
43,000,000 Fundraising Shares to be listed on the Official List (Equity
Shares (transition) category) and admitted to trading on the main market of
the London Stock Exchange. It is expected that Admission will become effective
and that dealings in the Fundraising Shares will commence on or around at 8.00
a.m. on 28 February 2025.
Total Voting Rights: Following the issue of the Fundraising Shares the
Company's total issued share capital will consist of 293,248,152 Ordinary
Shares with voting rights. The Company does not hold any Ordinary Shares in
treasury and accordingly there are no voting rights in respect of any treasury
shares.
On Admission, the abovementioned figure of 293,248,152 Ordinary Shares may be
used by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
For further information, please contact:
Kendrick Resources Plc: Tel: +44 2039 616 086
Chairman Colin Bird
Novum Securities Tel: +44 207 399 9400
Financial Adviser David Coffman / Anastassiya Eley
Joint Broker Jon Bellis
Shard Capital Partners LLP Tel: +44 207 186 9952
Joint Broker Damon Heath / Isabella Pierre
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Colin Bird
2. Reason for the Notification
a) Position/status Executive Chairman & Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kendrick Resources PLC
b) LEI 213800U66STYS4VQZH68
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of 0.03p
Identification code ISIN: GB00BNBQZW49
TIDM: KEN
b) Nature of the Transaction Issue of subscription shares for £20,000
c) Price(s) and volume(s) No. of Shares 8,000,000
Price 0.25 pence
d) Aggregated information 8,000,000 ordinary shares
Aggregated volume
e) Date of the transaction 24 February 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
8,000,000 ordinary shares
e)
Date of the transaction
24 February 2025
f)
Place of the transaction
Outside a trading venue
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