REG-Pan African Resources PLC: Proposed Financing for Eikhulu Tailings Project <Origin Href="QuoteRef">PAFR.L</Origin> - Part 3

Pan African ResourcesAnnouncement

12/04/2017 07:05

- Part 3: For the preceding part double click  ID:nPRrC1296b 

periods; changes in financial estimates by securities analysts;
changes in market valuation of similar companies; announcements by the Group
of significant contracts, acquisitions, strategic alliances, joint ventures or
capital commitments; changes to mineral resource and reserve statements;
additions or departures of key personnel; any shortfall in revenues or net
income or any increase in losses from levels expected by securities analysts;
future issues or sales of Ordinary Shares; and stock market price and volume
fluctuations. Any of these events could result in a material decline in the
price of the Ordinary Shares.

Other risk factors

The Ordinary Shares are traded on AIM, rather than the main market of the
London Stock Exchange. An investment in shares traded on AIM may carry a
higher risk than an investment in shares listed on the Official List of the UK
Listing Authority and traded on the main market of the London Stock Exchange.

Investors should be aware that the value of the Ordinary Shares may be
volatile and may go down as well as up and investors may therefore not recover
their original investment, especially as the market in the Ordinary Shares on
AIM may have limited liquidity.

The market price of the Ordinary Shares may not reflect the underlying value
of the Company’s net assets. The price at which investors may dispose of
their shares in the Company may be influenced by a number of factors, some of
which may pertain to the Company, and others of which are extraneous.
Investors may realise less than the original amount invested.

The risks above do not necessarily comprise all those faced by the Company and
are not intended to be presented in any assumed order of priority.

APPENDIX III

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context requires otherwise:

 "Admission"                                          the admission to trading on AIM and JSE of the New Ordinary Shares                                                                                                                                  
 "AIM"                                                the market of that name operated by the London Stock Exchange                                                                                                                                       
 “AIM Rules for Companies”                            the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) together with any guidance notes as published by the London stock Exchange from time to time      
 "Board" or "Directors"                               the directors of the Company from time to time                                                                                                                                                      
 "Bookbuild"                                          the accelerated bookbuilding process to be conducted by the Placing Agents to arrange participation by Placees in the Placing which will establish the number of Placing Shares at the Issue Price  
 "Company" or "PAF"                                   Pan African Resources PLC                                                                                                                                                                           
 "CREST"                                              the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations                 
 "CREST Regulations"                                  the Uncertificated Securities Regulations 2001, as amended                                                                                                                                          
 "Euroclear UK & Ireland"                             Euroclear UK & Ireland Limited, the operator of CREST                                                                                                                                               
 “Excluded Territory”                                 The United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to offer or subscribe for the Placing Shares                                                     
 "FCA"                                                the Financial Conduct Authority of the United Kingdom                                                                                                                                               
 "FSMA"                                               the Financial Services and Markets Act 2000 (as amended)                                                                                                                                            
 “BST”                                                British Summer time, the daylight saving time zone for Britain                                                                                                                                      
 "Group"                                              the Company, together with its subsidiary undertakings                                                                                                                                              
 "ISIN"                                               International Securities Identification Number                                                                                                                                                      
 "London Stock Exchange"                              London Stock Exchange PLC                                                                                                                                                                           
 "Money Laundering Regulations"                       the Money Laundering Regulations 2007 (as amended)                                                                                                                                                  
 "Ordinary Shares"                                    the ordinary shares of £0.01 each in the capital of the Company                                                                                                                                     
 "Placees"                                            the persons by whom or on whose behalf a commitment to acquire Placing Shares will be or has been given                                                                                             
 "Placing"                                            the placing of the Placing Shares with existing and new institutional investors by way of the Bookbuild                                                                                             
 "Placing Agreement"                                  the conditional agreement dated 12 April 2017 between the Company and the Placing Agents relating to the Placing                                                                                    
 "Issue Price"                                        14 pence per Placing Share or ZAR2.42 per Placing Share                                                                                                                                             
 "Placing Share" or “New Ordinary Shares”             each Ordinary Share to be issued under the Placing                                                                                                                                                  
 "Prospectus Rules"                                   the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market            
 "rand", "ZAR" or "R"                                 the lawful currency of the Republic of South Africa                                                                                                                                                 
 "Registrars"                                         Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Kent, BR3 4TU, UK                                                                                                        
 "Regulatory Information Service"                     one of the regulatory information services approved by the London Stock Exchange for the distribution to the public of AIM announcements                                                            
 “RSA”                                                The Republic of South Africa                                                                                                                                                                        
 “SAST”                                               South African Standard Time, the official time in the RSA                                                                                                                                           
 “SENS”                                               Stock Exchange News Service, the regulatory information service provided by the JSE                                                                                                                 
 "Shareholder"                                        a holder of Ordinary Shares                                                                                                                                                                         
 "sterling", "pounds sterling", "£", "pence" or "p"   the lawful currency of the United Kingdom                                                                                                                                                           
 “UK”                                                 The United Kingdom of Great Britain and Northern Ireland                                                                                                                                            
 “United States” or “US”                              the United States of America, its territories and possesses, any state of the United States and the District of Columbia                                                                            
 "US$" or "US dollar"                                 the lawful currency of the United States of America                                                                                                                                                 
 "US Securities Act"                                  the United States Securities Act of 1933 (as amended)                                                                                                                                               

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