REG - Panthera Resources - Result of Placing and Subscription

Panthera ResourcesAnnouncement

25/02/2025 08:00

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RNS Number : 3523Y  Panthera Resources PLC  25 February 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

25 February 2025

 

Panthera Resources Plc

("Panthera" or the "Company")

 

Result of Placing and Subscription

 

At 5:04 p.m. on 24 February 2025 Panthera Resources Plc (AIM: PAT) announced a
proposed equity fundraising by way of an accelerated bookbuild (the
"Fundraising Announcement"). The Board of Panthera is pleased to announce
that the Bookbuild, which was considerably oversubscribed, has concluded and
that it has conditionally raised gross proceeds of approximately £2.77
million at the Issue Price of 7 pence through (i) the Placing
of 12,560,583 Placing Shares to new and existing institutional investors and
(ii) the Subscription for 27,044,141 Subscription Shares.

 

The Issue Price represents a discount of approximately 15 per cent. to the
closing mid-market price on 24 February 2025 which was 8.25 pence. The new
Ordinary Shares will represent approximately 16.5 per cent. of the Company's
enlarged issued share capital.

 

The 39,604,724 new Ordinary Shares are to be issued pursuant to the Company's
existing authorities to issue and allot equity securities on a non-pre-emptive
basis, granted at the general meeting of the Company on 20 November 2024.

 

Change to director shareholding in the Company

 

As a result of the issue of the Placing Shares and the Subscription Shares,
the shareholding of Michael Higgins, non-executive chairman of the Company,
will be diluted on Admission to approximately 3.97 per cent. (the number of
Ordinary Shares he holds will remain the same at 9,546,664).

 

Warrants

 

The Company has agreed to pay the Bookrunners a commission in connection with
the Fundraising. In addition, the Company has agreed to
issue 2,772,331 unlisted certificated warrants to the Bookrunners,
exercisable at a price of 7 pence on or before two years from the date of
Admission (as defined below) with each warrant entitling the holder to acquire
one new Ordinary Share.

 

Admission to AIM

 

Application will be made to the London Stock Exchange plc for the admission of
the Placing Shares and the Subscription Shares to trading on AIM and it is
expected that Admission will occur at 8.00 a.m. on 12 March 2025 or such later
time and/or date as the Bookrunners and the Company may agree (being in any
event no later than 8.00 a.m. on 26 March 2025).

 

Total voting rights

 

Immediately following Admission, the Company will have 240,493,978 ordinary
shares of 1 pence each in issue, each with one voting right.  There are no
shares held in treasury. Therefore this figure may be used by shareholders
from Admission 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.

 

Unless otherwise defined, definitions contained in this Announcement have the
same meaning as set out in the Fundraising Announcement.

 

Enquiries:

 

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

 

VSA Capital Limited (Joint
Broker)
+44 (0) 20 3005 5000

Andrew Monk / Andrew Raca

 

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

Colin
Rowbury

 

Subscribe for Regular Updates

 

Follow the Company on Twitter at @PantheraPLC

 

For more information and to subscribe to updates visit: pantheraresources.com

Notes to Editors:

 

Panthera Resources PLC (AIM: PAT) is a gold exploration and development
company focused on creating value through its portfolio of high-potential gold
assets in West Africa and India. The Company's primary focus is on advancing
the arbitration claim on its Bhukia Gold Project in India, an international
claim against the Government of India under the Australia-India Bilateral
Investment Treaty (BIT). The Arbitration is being funded through a US$13.6
million financing package provided by LCM.

 

In West Africa, Panthera has a diversified portfolio of gold projects across
Mali and Burkina Faso, including both Panthera-operated and joint-ventured
assets with proven resource potential. These projects range from semi-advanced
exploration targets to multi-million-ounce gold systems, positioning Panthera
as an emerging gold developer in the region.

 

The Company is led by an experienced management team with a strong track
record in gold exploration, project development, and arbitration, ensuring a
focused strategy to unlock value across its asset base.

 

This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices'.

 

IMPORTANT NOTICES

 

Notice to Distributors

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (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, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment").  Notwithstanding the UK 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 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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.  Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; 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 Placing
Shares.  Each distributor is responsible for undertaking its own target
market assessment in respect of the shares and determining appropriate
distribution channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment").  The Ordinary Shares are not appropriate
for a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
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.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital, VSA Capital and Novum Securities
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 MiFID II; 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 Ordinary Shares.  Each distributor is
responsible for undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels.

 

Forward Looking Statements

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology.  These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Company's directors' ("Directors") beliefs or
current expectations.  By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances.
Investors should not place undue reliance on forward-looking statements, which
speak only as of the date of this Announcement.

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any jurisdiction into which the
publication or distribution would be unlawful.  This Announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in the United States, Australia, Canada, the Republic of South Africa,
Japan or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.  Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.

 

General

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser, Joint Broker and Bookrunner to the
Company in connection with the Placing.  Allenby Capital will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Allenby Capital or for providing advice to any other
person in connection with the Placing or any acquisition of shares in the
Company. Allenby Capital has not authorised the contents of, or any part of,
this announcement, no representation or warranty, express or implied, is made
by Allenby Capital in respect of such contents, and no liability whatsoever is
accepted by Allenby Capital for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of Allenby Capital
for its own fraud.  Allenby Capital's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to any
Director or to any other person.

 

VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection
with the Placing. VSA Capital will not be responsible to any person other than
the Company for providing the protections afforded to clients of VSA Capital
or for providing advice to any other person in connection with the Placing or
any acquisition of shares in the Company.  VSA Capital is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. VSA Capital has not authorised the contents of, or any part of,
this Announcement, and no liability whatsoever is accepted by VSA Capital for
the accuracy of any information, or opinions contained in this Announcement or
for the omission of any material information, save that nothing shall limit
the liability of VSA Capital for its own fraud.

 

Novum Securities, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection
with the Placing.  Novum Securities will not be responsible to any person
other than the Company for providing the protections afforded to clients of
Novum Securities or for providing advice to any other person in connection
with the Placing or any acquisition of shares in the Company. Novum Securities
is not making any representation or warranty, express or implied, as to the
contents of this Announcement. Novum Securities has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by Novum Securities for the accuracy of any information, or opinions
contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of Novum Securities
for its own fraud.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the earnings
per share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing.  Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.

 

The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

 

 

 

 

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