REG - Panthera Resources - Equity Financing

Panthera ResourcesAnnouncement

06/12/2023 10:30

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RNS Number : 8829V  Panthera Resources PLC  06 December 2023

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS
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OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
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POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

6 December 2023

 

Panthera Resources Plc

("Panthera" or "the Company")

 

Equity Financing

 

Panthera Resources plc (AIM: PAT), the gold exploration and development
company with assets in India and West Africa, is pleased to announce that it
has arranged an equity capital fundraise with new and existing investors for
approximately £785,000 (before expenses) by way of a placing and subscription
(the "Placing" and the "Subscription" respectively) (together the "Equity
Financing") of a total of 15,700,000 ordinary shares of 1 pence each in the
Company (the "Ordinary Shares") at a price of 5 pence per new Ordinary Share
(the "Placing Price"). Novum Securities Limited ("Novum") are acting as broker
in connection with the Placing.

 

It is intended that the proceeds of the Equity Financing will be used towards
the Company's activities in India and West Africa and meeting the Company's
working capital commitments.

 

Details of the Equity Financing

 

The Equity Financing comprises a Placing of 5,200,000 new Ordinary Shares (the
"Placing Shares") and a Subscription of 10,500,000 new Ordinary Shares (the
"Subscription Shares") at the Placing Price.  The Equity Financing has been
conducted as a private placement and subscription under the Company's existing
allotment and pre-emption disapplication authorities and participation has not
been made available to members of the public. The Placing Shares and the
Subscription Shares will rank pari passu with the existing Ordinary Shares
in the Company.

 

The Company has received binding subscription commitments of 7,500,000 shares
and indicative subscription commitments of 3,000,000 from subscribers to the
equity capital raising to subscribe for new Ordinary Shares at the Placing
Price respectively.

 

Novum has each entered a placing agreement ('Placing Agreement') with the
Company under which they have, on the terms and subject to the conditions set
out therein (including Admission, as defined below), undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing Agreement contains certain warranties and
indemnities from the Company in favour of Novum. In addition, the Company has
agreed to pay Allenby Capital Limited ("Allenby Capital") a fundraise
commission in connection with certain investors introduced by Allenby Capital
to the Subscription.

 

The Subscription is subject to terms and conditions agreed between the Company
and each of the subscribers for the Subscription Shares and is conditional,
inter alia, on Admission (as defined below). The Subscription is
conditional, inter alia, upon the completion of the Placing. Neither the
Placing nor the Subscription are being underwritten by Allenby Capital, Novum
or any other person.

 

In addition, pursuant to the Placing Agreement with Novum and as a result of
certain funds separately introduced by Allenby Capital to the Subscription,
the Company has agreed to issue 312,000 options and 180,000 options to Novum
and Allenby Capital respectively, exercisable at a price of 5 pence on or
before two years from the date of Admission (as defined below) (together the
"Option") with each Option entitling the holder to acquire one new Ordinary
Share upon exercise of the Option.

 

Shares in Lieu

 

The Company has agreed to issue 780,000 new Ordinary Shares at 5 pence per new
Ordinary Share to certain advisors to settle fees, including Novum in relation
to their ongoing appointment as joint broker (together the "Fee Shares").

 

Admission and total voting rights

 

Application will be made to London Stock Exchange plc for the Placing Shares,
the Subscription Shares and the Fee Shares to be admitted to trading on AIM
("Admission"). It is currently anticipated that Admission will become
effective and that dealings in the Placing Shares, the Subscription Shares and
the Fee Shares will commence on AIM at 8.00 a.m. on or around 14 December
2023.

 

Upon Admission of the 16,480,000 new Ordinary Shares, the Company's issued
ordinary share capital will consist of 170,989,083 Ordinary Shares with one
voting right each. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in the
Company will be 170,989,083. With effect from Admission, this figure 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 FCA's Disclosure Guidance
and Transparency Rules.

 

Contacts

 

Panthera Resources PLC

Mark Bolton (Managing
Director)
+61 411 220 942

 
contact@pantheraresources.com

 

Allenby Capital Limited (Nominated Adviser & Joint
Broker)             +44 (0) 20 3328 5656

John Depasquale / Vivek Bhardwaj (Corporate
Finance)

Guy McDougall / Kelly Gardiner (Sales & Corporate
Broking)

 

Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400

Colin
Rowbury

 

Financial Public Relations

Zak
Mir
+44 (0) 786 752 7659

 

Subscribe for Regular Updates

 

Follow the Company on Twitter at: @PantheraPLC
(https://twitter.com/PantheraPlc)

 

For more information and to subscribe to updates visit: pantheraresources.com
(https://pantheraresources.com/)

 

Forward-looking Statements

This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes, and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events, or results not to be as
anticipated, estimated, or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events, or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly, undue reliance should not be
put on such statements due to the inherent uncertainty therein.

 

Notice to Distributors

 

Solely for the purposes of the product governance requirement contained in
Chapter 3 of the FCA Product Intervention and Product Governance Sourcebook
(together, the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, as defined under the FCA Handbook Conduct of Business
Sourcebook, and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing Shares. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Allenby Capital Limited will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of the FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A
respectively; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

**ENDS**

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