REG - Kendrick Resources - Funding Update

Kendrick ResourcesAnnouncement

10/02/2026 12:00

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RNS Number : 4539S  Kendrick Resources PLC  10 February 2026

 

10 February 2026

 

Kendrick Resources PLC

("Kendrick" or the "Company")

Funding update

 

Kendrick Resources Plc (LSE: KEN), the mineral exploration and development
company, is pleased to announce that it has

 

i)             secured a £337,000 unsecured convertible loan
facility (the "Convertible Loan Facility") provided by high net worth
individuals, including £37,000 from Colin Bird the Company's Chairman
(together, the "Lenders") which is convertible at 0.66804 pence per share (the
"Convertible Conversion Price") and repayable by 31 January 2027 (the
"Convertible Repayment Date"); and

 

ii)            long term shareholder Sanderson Capital Partners Ltd
("SCP") has agreed to;

 

a.    extend the maturity date for the £375,000 drawdown under the
unsecured convertible loan funding facility announced on 22 April 2024 (the
"Sanderson Facility") to 30 June 2027; and

 

b.    to advance a further £250,000 under the Facility (the "Additional
Loan Tranche") which is convertible at the Convertible Conversion Price and
repayable at the Convertible Repayment Date.

 

The participation by a major shareholder, high net worth individuals and
Chairman Colin Bird underscores the continued confidence in Kendrick's
strategy and long-term growth prospects.

 

The funds raised will fund the advancement of the Company's option agreement
over the Bonya rare earths project announced on 21 January 2026, the Blue Fox
copper exploration project in Zambia and the Company's working capital
requirements.

 

The Convertible Conversion Price is at a 3% discount to 0.68660 pence per
share being the 30 day VWAP as at 9 February 2026 the latest practical date
prior to the issue of this announcement.

 

Convertible Loan Facility

The Convertible Loan Facility is unsecured, and is convertible at the option
of the Lenders or the Company and is  interest free. The Convertible Loan
Facility is convertible, at the Convertible Conversion price save that if
prior to repayment there is a 'Qualifying Financing', being any issue of new
shares for cash at less than the Convertible Conversion Price the loan will
convert at the price and on the same terms as the relevant 'Qualifying
Financing'. The agreement includes customary terms and conditions for a
facility of this nature.

 

Related Party Transaction - Convertible Loan Facility

Colin Bird is a director of the Company, so a related party for the purposes
of the Disclosure Guidance and Transparency Rules ("DTRs"), the participation
by Colin Bird in the Convertible Loan Facility constitutes a 'material related
party transaction' for the purposes of DTR 7.3 as it is for more than 5% of
the aggregate amount of the Convertible Loan Facility and the Additional Loan
Tranche (the "Related Party Transaction"). Colin Bird's participation in the
Convertible Loan Facility is on the same terms as the other Lenders and
provides additional capital for the group's operations, accordingly the
independent directors, being Marytn Churchouse, Alex Borrelli, Kjeld Thygesen
and Evan Kirby, consider Colin Bird's participation in the Convertible Loan
Facility to be fair and reasonable insofar as the Company's shareholders are
concerned.

 

Sanderson Facility

The terms of the £375,000 drawn down under the pre-existing Sanderson
Facility remain the same save that the maturity date has been extended to 30
June 2027.

The Additional Loan Tranche terms are as follows:

 

Repayment and Conversion

Repayment

Unless otherwise converted, the Company must repay the Additional Loan Tranche
on 31 January 2027 (the "Repayment Date"). The Company may prepay the whole or
part of the Facility on any day prior to the Repayment Date upon giving not
less than 14 days' prior written notice to the Lender and paying in cash a
prepayment fee of 5% of the amount which the Company prepays in cash before
the Repayment Date. SCP can during the 14 days' notice period make an election
for all or part of the loan subject to a prepayment notice to be repaid in new
ordinary shares ("Shares") in which case the 5% fee shall not apply to that
proportion of the loan repaid in Shares.

 

Conversion of Loan Tranche by Lender

SCP may at any time prior to the Repayment Date elect to convert all or part
of any drawn down amount into such number of  Shares equal to the amount of
the Additional Loan Tranche that is to be repaid at the date of the election,
divided by the Convertible Conversion price,  If prior to repayment of the
Additional Loan Tranche there is a 'Qualifying Financing', being any issue of
Shares for cash at less than the Convertible Conversion Price, then the
Additional Loan Tranche's conversion price will be at the price and on the
same terms as the relevant 'Qualifying Financing'

 

Conversion of Loan by the Company

The Company may at any time prior to the Repayment Date elect to convert all
or part of Additional Loan Tranche if the Share price exceeds 1.336 pence
("Target Conversion Price") for a period of five or more business days.

 

Interest and Fees

The Additional Loan Tranche is interest free. The Lender shall be paid an
arrangement fee of 10% of the amount of the Additional Loan Tranche to be
settled by the issue of 2,663,843 Shares ("Facility Fee Shares") credited as
fully paid by at an issue price of 0.93849p per Share (being the Five Day VWAP
on the date of this announcement) with the Facility Fee Shares to be issued on
or before 31 December 2026 or such other date agreed by the parties.

 

The Lender shall be paid a further fee of 2% of the amount of the Additional
Loan Tranche which is to be settled by the issue of 532,769 new Shares
credited as fully paid by at an issue price of 0.93849p per Share (being the
Five Day VWAP on the date of this announcement) ("Drawdown Fee Shares") with
the Drawdown Fee Shares to be issued on or before 31 December 2026 or such
other date agreed by the parties.

 

Warrants

The Lender shall be issued warrants over Shares ("Warrants") exercisable at
any time up until 10 February 2029, with a face value equal to £125,000 and
an exercise price of 1.336 pence per share for the drawdown of the Additional
Loan Tranche.

 

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

For further information, please contact:

 Kendrick Resources Plc: Chairman     Tel: +44 2039 616 086

                                      Colin Bird
 AlbR Capital Limited                 Tel: +44 207 469 0930

 Financial Adviser and Joint Broker   David Coffman / Dan Harris

                                      Jon Bellis
 Shard Capital Partners LLP           Tel: +44 207 186 9952

 Joint Broker                         Damon Heath / Isabella Pierre

 

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