REG - Panthera Resources - Issue of Equity

Panthera ResourcesAnnouncement

29/03/2023 07:30

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RNS Number : 6004U  Panthera Resources PLC  29 March 2023

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
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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
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

29 March 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 £1,005,150 (before expenses) by way of a placing and
subscription (the "Placing" and the "Subscription" respectively) (together the
"Equity Financing") of a total of 23,650,590 ordinary shares of 1 pence each
in the Company (the "New Ordinary Shares") at a price of 4.25 pence per new
Ordinary Share (the "Placing Price"). Novum Securities Limited ("Novum") are
acting as brokers in connection with the Placing (the "Broker").

 

Details of the Equity Financing

 

The Equity Financing comprises a placing of 4,235,294 New Ordinary Shares (the
"Placing Shares") and a subscription of 19,415,296 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 Equity Financing is
conditional, inter alia, on admission of the New Ordinary Shares to trading
on AIM ("Admission") becoming effective.

 

In addition, subscribers will also receive one option for every two Ordinary
Shares subscribed for, exercisable at a price of 6.68 pence on or before 10
December 2025 (the 'Option'), with each Option entitling the holder to acquire
one new Ordinary Share upon exercise of the Option. In aggregate 11,825,295
Options will be issued as part of the Equity Financing.

 

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

 

The Company has received binding subscription commitments of 11,170,588 shares
and indicative subscription commitments of 12,480,002  from subscribers to
the equity capital raising to subscribe for New Ordinary Shares at the Placing
Price respectively. 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.

 

Novum has entered into a placing agreement ('Placing Agreement') with the
Company under which Novum has, on the terms and subject to the conditions set
out therein (including Admission), 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. The Placing is not being underwritten by Novum or any
other person. Furthermore, the Placing is not conditional on the Subscription
becoming wholly unconditional.

 

The Placing is conditional, inter alia, upon Admission on or before 19 April
2023 (which date may be extended by Novum and the Company but not beyond 26
April 2023), and the Placing Agreement not being terminated in accordance with
its terms prior to Admission.

 

Admission and total voting rights

 

Application will be made in due course to the London Stock Exchange plc
("LSE") for the 23,650,590 New Ordinary Shares to be admitted to trading on
AIM, which is expected to occur on or around 19 April 2023.

 

Upon Admission of the 23,650,590 New Ordinary Shares, the Company's issued
ordinary share capital will consist of 154,087,991 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 154,087,991. 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.

 

Person Discharging Managerial Responsibilities (PDMR) Participation

 

Mark Cranny, the non-board Chief Financial Officer of the Company, has also
agreed to participate in the Equity Financing. Details of the New Ordinary
Shares purchased by Mark Cranny are as follows:

 

 Director     Position                 New Ordinary Shares being subscribed  Shareholding following Admission
 Mark Cranny  Chief Financial Officer  700,000                               1,050,000

 

 

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)

Kelly Gardiner / Stefano Aquilino (Sales & Corporate
Broking)

 

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

Colin
Rowbury

 

Financial Public Relations

Vigo Consulting
Ltd
+44 (0)20 7390 0230

Oliver Clark

 

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**

 

 

 

Annexure

 

 

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

 a)  Name:                                                         Mark Cranny

 b)  Position/Status:                                              Chief Financial Officer - non-board

 c)  Initial notification/ Amendment:                              Initial notification

 2   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:   a      Ordinary shares of £0.01 each

                                                                    b      Unlisted Options exercisable at £0.0668 on or before 10 December

                                                             2025
     Identification code:

                                                                    a      2138001B98EG6736XN82

                                                                    b      Not applicable

 b)  Nature of the transaction:                                    Shares and options issued for subscription in equity capital raising.

 c)  Price(s) and Volume(s):                                        a      700,000 shares at £0.0425

                                                                    b      350,000 options at nil cost

 d)  Aggregated Information:                                        a      Additional shares in this

                                                             report:                   700,000
     - Aggregated Volume

                                                              b      Additional options in this report:
                                                                   350,000

                                                                    a      Updated current shares held:
                                                                   1,050,000

                                                                    b      Updated current options held:
                                                                                       450,000

 e)  Date of the transaction:                                      29 March 2023

 f)  Place of the transaction:                                     London Stock Exchange

 

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