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#GRX Green X Metals LTD – Result of AGM
Results of Annual General Meeting
GreenX Metals Limited (GreenX or the Company) advises, that the 2023 Annual General Meeting (AGM) of the Company was held today, 22 November 2023, at 10.00am (AWST).
The resolutions voted on were in accordance with the Notice of AGM previously advised to shareholders.
All resolutions were decided on and carried by way of a poll.
In accordance with Section 251AA of the Corporations Act 2001 and ASX Listing Rule 3.13.2, the details of the poll and the proxies received in respect of each resolution are set out over page.
For further information please contact:
Dylan Browne
Company Secretary
+61 8 9322 6322
|
Resolution |
Number of Proxy Votes |
Number of Votes cast on the Poll |
Result |
|||||
|
For |
Against |
Abstain |
Proxy’s Discretion |
For |
Against |
Abstain |
||
|
1. Remuneration Report |
2,337,137 |
– |
14,575,000 |
3,557 |
2,990,694 |
– |
14,575,000 |
Carried on vote by poll |
|
2. Re-election of Director – Mr Benjamin Stoikovich |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
|
3. Approval of Additional 10% Placement Capacity |
15,575,078 |
1,337,059 |
– |
3,557 |
16,228,635 |
1,337,059 |
– |
Carried on vote by poll |
|
4. Appointment of Auditor |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
|
5. Appointment of Polish Auditor |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
#KAV Kavango Resources PLC – Conditional £6million two-stage equity investment
Kavango Resources plc (LSE:KAV), the Southern Africa focussed metals exploration company, is pleased to announce further details in respect of the Company’s RNS of 5 May 2023 in which it announced a potential £6,000,000 conditional equity investment into Kavango (“£6.0 million Equity Investment”). The £6.0 million Equity Investment is to be completed via a conditional direct subscription into the Company in two-stages by a single investor, Purebond Limited (“Purebond”) (the “Subscription”).
The Subscription will be carried out by the conditional issue of 140,000,000 new ordinary shares of £0.001 each (the “Stage 1 Subscription Shares”) in the capital of the Company at a price per share of 1 penny (the “Subscription Price”) (the “Stage 1 Subscription”), and the conditional issue of 460,000,000 new ordinary shares of £0.001 each (the “Stage 2 Subscription Shares”) at the Subscription Price per share (the “Stage 2 Subscription”). Stage 2 will be subject to the approval by the Financial Conduct Authority of a prospectus and the approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code (Whitewash) (among other conditions further detailed below).
Purebond currently holds 85,000,000 shares in the Company, which equates to a holding of 12.05%. In addition, Solai Pension Schemes (“Solai”) holds 1,000,000 shares in the Company equating to a current holding of less than 1%. On the issue of the Stage 1 Subscription Shares, Purebond and Solai will hold 226,000,000 ordinary shares representing 26.7% of the Company’s issued share capital. Successful completion of the Subscription will result in Purebond and Solai holding 686,000,000, approximately 52.5% of the Company’s issued share capital.
Ben Turney, Chief Executive Officer of Kavango, commented:
“We would like to thank Purebond for the strong faith they are showing in Kavango. Today’s £6million two stage conditional equity financing is a seminal moment for our Company. We’ve worked extremely hard over the last 18 months, in challenging conditions, to position the business to succeed. We’ve made significant progress on all fronts and greatly sharpened our exploration focus.
This year, we’ve redirected our attention in the Kalahari Copper Belt to our highly prospective Karakubis licence block, identified the lode gold potential at Ditau and made final preparations to drill the 28,700 Siemens B1 Conductor. We are also in the closing stages of at least one acquisition. With the substantial backing of Purebond, we now move forward with confidence that we have the resources available to pursue our exploration strategy.“
Subscription Terms
The Subscription will be completed over two stages:
Stage 1 – Purebond has conditionally subscribed for 140,000,000 Stage 1 Subscription Shares in the Company on the terms described above, which includes the Stage 1 Conditions being satisfied, as set out below. Further announcements will be made in due course on the Stage 1 Subscription.
Stage 2 – Purebond has conditionally subscribed for 460,000,000 Stage 2 Subscription Shares in the Company on the terms described above, which includes the Stage 2 Conditions being satisfied. Further announcements will be made in due course on the Stage 2 Subscription.
Completion of the Stage 1 Subscription is subject to (i) the Company having the necessary authorities to issue the Stage 1 Subscription Shares, including disapplication of pre-emption rights and (ii) admission of the Stage 1 Subscription Shares to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc (the “Stage 1 Conditions”). The Company intends to put resolutions to shareholders for the relevant share authorities in respect of the Stage 1 Subscription Shares at its 2023 annual general meeting, details of which will be announced soon.
Completion of the Stage 2 Subscription is subject to (i) approval by the Financial Conduct Authority of a prospectus; (ii) approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code; (iii) the Company having the necessary authorities to issue the Stage 2 Subscription Shares, including disapplication of pre-emption rights and (iv) admission of the Stage 2 Subscription Shares to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc (the “Stage 2 Conditions”).
As an additional term of the Subscription, while Purebond remains a shareholder of the Company, the Company has agreed to offer Purebond the opportunity to participate in all future fundraisings carried out by the Company on a pro rata basis to its shareholding at the time of any such fundraising. Purebond will also be given the opportunity to maintain its percentage interest in the Company following the exercise of any warrants issued by the Company.
Use of funds
Funds from the Subscription will contribute to the Company’s general working capital, fund further exploration work and provide finance for possible acquisitions.
Further information in respect of the Company and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Further information in respect of the Company and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
+46 7697 406 06
First Equity (Broker)
+44 207 374 2212
Jason Robertson
#UKIM Podcast – Alan Green discusses #ANTO Antofagasta, #GGP Greatland Gold and Golden Metal Resources
The UK Investor Magazine was delighted to have Alan Green back on the podcast after a brief hiatus. We delve into key market themes and three UK equities.
UK inflation remains above 10% and presents the Bank of England with a problem. Hike rates to fight inflation and risk the negative economic consequences of higher rates. Or hold off and risk soaring prices in a cost-of-living crisis. We discuss their options.
Antofagasta has released their Q1 production report and we look at the merits of the copper miner in the current environment.
We review Greatland Gold and the Havieron gold project. Alan provides an overview of the latest updates from their JV with Newcrest.
We finish with a look at the upcoming Golden Metal Resources IPO.
#KAV Kavango Resources PLC – KCB – Karakubis Project Update
Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) is pleased to announce an exploration update concerning its Karakubis Copper Project (“Karakubis”) in the Kalahari Copper Belt (“KCB”), near the Namibian border.
Formerly referred to as the Mamuno Project, Karakubis is adjacent to large landholdings held by Sandfire Resources (ASX:SFR) to the north and Rio Tinto (LSE:RIO) to the west. Karakubis is immediately along strike of the Ghanzi West project where ENRG Elements (ASX:EEL) has identified similar geological signatures to Sandfire’s (ASX:SFR) Motheo Copper Mine.
HIGHLIGHTS
Kavango engages local KCB consultant David Catterall of Tulia Blueclay Limited (TBL)
– Site visit to Karakubis completed in January by Dave Catterall, a local consultant with extensive experience of KCB exploration.
– Dave has been working closely with Kavango’s senior team since October 2022 and has significantly enhanced the Company’s understanding of KCB exploration
– Focus of TBL’s work has been to improve Kavango’s drill target selection and to mentor the Company’s team on the ground
– TBL has provided Kavango with a detailed internal report (the “Report”) on the prospectivity of its KCB prospecting licences (“PLs”)
– One of the Report’s key recommendations is that Kavango immediately focus its exploration efforts on the Karakubis Copper Project
Upgrade of Karakubis Prospecting Licences
– TBL’s report has upgraded Kavango’s prioritisation of the Karakubis PLs
– TBLl has reviewed Kavango’s use of Controlled Source Audio Magnetotelluric (“CSAMT”) technology in the KCB
– Kavango’s CSAMT data taken over Karakubis appears to corroborate TBL’s pre-existing interpretation of the area’s geology
– CSAMT data and TBL’s geological interpretation suggest D’Kar/Ngwako Pan horizon contact is present at moderate depths at Karakubis
– This appears to be comparable to the setting for Sandfire’s A4 and T3 Deposits, where alteration/mineralisation lies at shallow depths above the D’Kar/Ngwako Pan Formation contact
– Karakubis Airborne Electromagnetic (“AEM”) data provides further encouraging exploration leads
– Kavango flew a limited AEM survey over Karakubis in September 2022
– AEM is the most common surveying technique used in KCB exploration
– AEM inversions indicate abundant parasitic folding of the D’Kar and Ngwako Pan sediments, with possible anticlinal hinge zones that could provide potential structural traps for mineralisation
– Analysis of regional satellite gravity data suggests a possible “basin margin” running from Karakubis into ENRG Elements’ neighbouring licences
– This large-scale structure could have provided conduits for metal-bearing hydrothermal fluids to pass through
Next Steps
– Final interpretation and integration of existing Karakubis geophysical and geochemical data underway
– Results expected in late February to support drill targeting
Ben Turney, Chief Executive Officer of Kavango Resources, commented:
“Dave Catterall’s influence over our Kalahari Copper Belt exploration programme has been instant and meaningful.
Successful exploration in the Belt is challenging. Kavango has a large land package and Dave’s successful introduction has encouraged us to refocus our efforts on our prospective Karakubis project area.
It is particularly promising that CSAMT and AEM data we have gathered independently appears to align with Dave’s regional geological interpretation. Historically, Kavango has dedicated more energy to other of its prospecting licences. While we will continue to advance work on these (PLs 082 and 036 in particular), Karakubis is now our main centre of attention.
We now recognise that the Karakubis licences represent our greatest opportunity for the near-term detection of a metal bearing alteration system.”
Report Summary
In October 2022, Kavango engaged David Catterall to review the Company’s KCB strategy and provide any recommendations for improvement. Mr Catterall is one of the leading experts on the KCB’s geology and its exploration.
In his review, Mr. Catterall amalgamated open source and public exploration and water borehole data for the KCB, along with regional AEM and electromagnetic survey data. During his time working in the KCB, Mr Catterall has developed alternative interpretation of the region’s underlying geology compared to historic mapping. Specifically, he has mapped sandstones and siltstones consistent with D’Kar Formation lithologies, which typically overly the Ngwako Pan Formation.
The zones where the two formations meet are recognised as a primary regional control of copper/silver mineralisation in the KCB and are Kavango’s primary exploration focus.
Figure 1 – Logged historic exploration and water boreholes in the KCB
Mr. Catterall subsequently used his extensive knowledge to create a new stratigraphic interpretation of the distribution of the D’Kar Formation across the KCB.
Among the key findings was the previously unrecognised presence of nearer surface D’Kar under Kavango’s Karakubis licences near the Namibia border. Kavango has previously completed mapping, aeromagnetic surveying, and soil sampling on these licences and identified a large copper drill target (announced >>> 31 August 2022).
Kavango has now reclassified Karakubis as its top priority in the KCB.
Karakubis Project Upgrade
Kavango’s preliminary interpretation of its Controlled Source Audio Magnetotelluric (“CSAMT”) survey data from the Karakubis project area suggests the potential for the presence of the D’Kar/Ngwako Pan Formation contact at moderate depths. This potential was first highlighted by Mr Catterall during a historical data review last year.
The D’Kar/Ngwako Pan stratigraphic contact is the primary control on economic copper/silver mineralisation in the KCB. The Company believes that by confirming this contact at the projected depth at Karakubis would strengthen these PLs’ prospectivity.
Inversion sections from Airborne Electromagnetic (“AEM”) surveys completed over Karakubis also indicate the abundant presence of tightly folded rocks. These could provide the might structural setting for potential mineralisation.
In his Report, Mr Catterall concluded that this could have helped to bring the D’Kar/Ngwako Pan horizon contact closer to surface. It could have also created suitable structural traps for mineralisation.
Similar structures are also understood from public domain information to be abundant on ENRG Elements’ Ghanzi West Project immediately to the east of Karakubis.
ENRG Elements recently identified three domal features at Ghanzi West similar to those discovered along strike by Sandfire Resources at its Motheo Copper Mine. It also identified the potential for near-surface D’Kar/Ngwako Pan horizon contact-associated mineralisation, which is interpreted by Kavango’s team and Mr Catterall to extend into the Karakubis PLs.
In parallel to Mr Catterall’s work, Jeremy S. Brett who is a director of the Company and consults to the Company through Jeremy S. Brett International Consulting Ltd. has recently completed a review of satellite gravity data over Karakubis. Mr Brett’s interpretation of the data suggests a possible “basin margin” runs through the project into ENRG Elements’ neighbouring licences. Basin margins are located on the edges of sedimentary basins such as the KCB and could have provided favourable conduits for hydrothermal fluids to pass through that contained metallic elements.
Next steps
Kavango is finalising interpretation of its AEM and CSAMT survey data for Karakubis, with results expected in late February. The Company is completing an in-depth analysis combining the two geophysical data sets with recent reconnaissance geological field mapping (announced >>> 31 August 2022). This will be integrated with existing Karakubis geochemical data.
Kavango will use the data sets to improve its understanding of Karakubis’ underlying geological structure and metal potential. The most favourable areas exhibiting similar geological controls to economic copper/silver deposits elsewhere on the KCB will be selected for targeting. Further updates will be provided in due course.
About David Catterall
David Catterall is a geologist with 36 years of experience in mineral exploration throughout Africa and Europe in a wide range of commodities, specialising in structurally controlled precious and base metals deposits.
Over the last 15 years, Mr. Catterall has focused extensively on exploring Africa’s copper belts, including the central KCB. He is currently the Competent Person for Cobre Limited (ASX:CBE) and ENERG Elements (ASX:EEL), which are both active companies in the KCB.
Among other roles, Mr Catterall has also worked as a Consultant to Cupric Africa for its EISEB and Khoemacau project areas in the KCB and has also been a Contract Geologist and Consultant, for Cobre advising on work on KCB tenements owned by its subsidiary Kalahari Metals, covering 8,100km2.
Mr Catterall’s experience ranges from field mapping of complex structural terrains, through drill planning and execution to exploration management for large public mining companies and junior explorers.
He is well experienced in remote area exploration operations, mentoring junior technical staff, and developing a safe workplace.
Further information in respect of Kavango and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
First Equity (Joint Broker)
+44 207 374 2212
Jason Robertson
Kavango Competent Person Statement
The technical information contained in this announcement pertaining to geology and exploration have been read and approved by Brett Grist BSc(Hons) FAusIMM (CP). Mr Grist is a Fellow of the Australasian Institute of Mining and Metallurgy with Chartered Professional status. Mr Grist has sufficient experience that is relevant to the exploration programmes and geology of the main styles of mineralisation and deposit types under consideration to act as a Qualified Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
The technical information contained in this announcement pertaining to geophysics have been read and approved by Mr. Jeremy S. Brett, M.Sc., P.Geo., Senior Geophysical Consultant, Jeremy S. Brett International Consulting Ltd. in Toronto, Canada. Mr. Brett is a member of the Professional Geoscientists of Ontario, the Prospectors and Developers Association of Canada, the Canadian Exploration Geophysical Society, and the Society of Economic Geologists. Mr. Brett has sufficient experience that is relevant to geophysics applied the styles of mineralization and types of deposits under consideration to act as a Qualified Person as defined under the Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects.
#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes
Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).
Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.
Background to the Placing
The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.
The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels. In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls. The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream.
Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes. The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).
Placing of Loan Notes
Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”).
Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”).
The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.
Broker Option
Given that the Placing has not been offered on a pre-emptive basis and in order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option. Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.
The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument 10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”). The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market
Issue Price Loan Notes of £1.00 issued at par
Conversion Convertible into ordinary shares at a conversion price of 50 pence per share. Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)
Repayment On the Maturity Date, unless otherwise converted
Term Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.
Coupon 10% per annum, paid annually. The coupon to be paid in cash or capitalised at the Company’s discretion
Minimum size £1,000
Directors’ and connected party participation in the Placing
David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.
|
Name |
Holding of Existing Ordinary Shares |
Current holding as percentage of Existing Ordinary Shares |
Placing Loan Notes Subscribed |
Number of Shares issued on Conversion of Loan Notes (in event of conversion)** |
|
David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
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Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
|
Nigel Wray |
13,564,413 |
11.0% |
£500,000 |
1,000,000 |
* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.
** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option
Related Party Transaction – participation in the Placing
As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.
The participation in the Placing by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.
Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
Related Party Transaction – Dowgate’s participation in the Placing Agreement
As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:
– a fee of £40,000;
– commission amounting to 5% of funds raised in the Placing*; and
– commission amounting to 5% of funds raised under the Broker Option*,
* excepting any subscriptions made by Directors
Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Shareholders’ Meeting
The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting. The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association. The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes.
It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.
A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023. Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.
For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.
For further information please contact:
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Belluscura plc |
Tel: +44 (0)20 3128 8100 |
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Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Anthony Dyer, Chief Financial Officer |
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SPARK Advisory Partners Limited Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
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Neil Baldwin |
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Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
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James Serjeant / Russell Cook |
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MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
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Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
#SVML Sovereign Metals Ltd – ASX Trading Halt
Sovereign Metals Limited advises that the Company announced a voluntary trading halt to the Company’s securities on the Australian Securities Exchange (“ASX”), pending an announcement regarding a response to an ASX price query.
The Company requested that the trading halt remain until the earlier of an announcement to the market regarding the above or the opening of trade on ASX on 31 January 2023.
The Company also notes the recent share price rise in the trading of its securities on AIM, and observes that on 26 January 2023, Mkango Resources Limited (AIM/TSX-V: MKA) (“Mkango”) announced the receipt of Environmental Social Health Impact Assessment (“ESHIA”) approval from the Malawi Environmental Protection Authority (“MEPA”) for their Songwe Hill Rare Earths Project. The approval of the ESHIA is a significant milestone in the Mining Development Agreement (“MDA”) approvals process as it is a fundamental requirement for obtaining a mining licence, and while not directly associated with Sovereign’s Kasiya Rutile Project (“Kasiya”) in Malawi, could be perceived as an encouraging regulatory sign.
The Company also notes that it intends to release infill drilling results at Kasiya shortly, which would be incorporated into the next iteration of Kasiya’s Mineral Resource Estimate, and the impending release of the Notice of Meeting for the demerger of its standalone graphite projects (see RNS dated 7 December 2022).
ENQUIRIES
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Dylan Browne +61(8) 9322 6322 |
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Nominated Adviser on AIM |
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RFC Ambrian |
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Bhavesh Patel / Andrew Thomson |
+44 20 3440 6800 |
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Joint Brokers |
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Berenberg |
+44 20 3207 7800 |
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Matthew Armitt |
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Jennifer Lee |
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Optiva Securities |
+44 20 3137 1902 |
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Daniel Ingram |
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Mariela Jaho |
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Christian Dennis |
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#KAV Kavango Resources Plc – KCB – Drilling to restart at PL082
Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) is pleased to announce that drilling is about to restart on the Company’s Kalahari Copper Belt (“KCB”) project area following a scheduled summer break.
HIGHLIGHTS
– Hole KCBRD006
o Kavango will recommence drilling on the sixth and final hole in the current drilling programme on prospecting licence (“PL”) PL082/2018 this weekend
o Upon completion, the Company expects to have drilled around 1,640m in the programme, exceeding its original guidance
– KCBRD006 is targeting a major stratigraphic structure identified by its Controlled-Source Audio MagnetoTelluric (“CSAMT”) surveying
o Kavango has interpreted the CSAMT data as indicating the presence of a D’Kar/Ngwako Pan horizon contact. This is the primary control for economic copper/silver mineralisation in the KCB
§ The Company’s analysis identifies this as a continuation of the horizon hosting Sandfire Resources’ (ASX:SFR) neighbouring Kronos copper target zone
o Physical confirmation of the contact’s presence will validate the Company’s use of CSAMT as a KCB exploration tool
Ben Turney, Chief Executive Officer of Kavango Resources, commented: “Through our innovative use of CSAMT, Kavango has identified major structures for the first time on our KCB licences. Our ongoing drill programme has subsequently confirmed these to be associated with deformation, fluid flow, and alteration. This could be a game changer in exploration for a new generation of drill targets on the KCB. Given the large size of our KCB licence package, Kavango is currently working to optimise and prioritise these. Our COO Brett Grist is presently in Botswana with our senior consultants, the results of which work are expected to refine our 2023 KCB exploration strategy.”
KCBRD006 details
Kavango began drilling KCBRD006 in December 2022 and following a scheduled break in its ongoing PL082/2018 drilling campaign is about to continue the hole to completion. The Company expects to have drilled approximately 1,640m over six holes once the hole completes, exceeding the 1,250m it originally planned (announced >>> 11 October 2022). To date, 1,211.97m have been drilled.
Kavango is using KCBRD006 to target a D’Kar/Ngwako Pan horizon contact interpreted from the inversion results of its Line 4A CSAMT survey on PL082/2018 (announced >>> 16 December 2022) , and from a survey on Line 6A.
Line 4A was extended beyond the licence boundary to the southeast and onto ground held by Sandfire Resources (ASX:SFR). This ground hosts the Kronos copper target zone (“Kronos”), which is known to lie at a D’Kar/Ngwako Pan horizon.
Kavango’s interpretation of the inversion shows that the horizon hosting Kronos extends over the licence boundary and across PL082/2018 as a syncline. With KCBRD006, the Company is testing for favourable host geology associated with resistivity highs related to this interpreted Ngwako Pan horizon.
KCBRD006 is being drilled on the northwest edge of PL082/2018, which the Company has interpreted as a limb of the syncline where it rises towards the surface. Targeting the horizon on its shallowest interpreted zone enables Kavango to physically confirm its presence in the quickest and most cost-effective way possible.
Kavango commenced KCBRD006 using the Reverse Circulation (“RC”) technique with a multi-purpose rig. This approach permits a cost-effective start to drilling the hole. Drilling is being completed using the Diamond Core technique to provide a higher quality of data for analysis.
KCBRD006 is being drilled approximately 250m to the south-southwest of the last hole in Kavango’s PL082/2018 drill programme, KCBRD005. This was the first hole to be targeted principally using CSAMT and encountered an intense zone of brecciation and shearing intermittently from 379m to the end of hole at 497.55m. Kavango drilled to the end of the brecciated zone to act as a control for future use and interpretation of CSAMT.
Figure 1: Highly sheared core from bottom of hole KCBRD005; this coincides with the deformed zone seen on the CSAMT
This brecciation coincides with a steeply south-southeast dipping structure interpreted from the CSAMT inversions as a ‘strain breccia zone’, partially validating the CSAMT method in this part of the KCB.
Alteration fluids can pass through brecciated zones and deposit metal ions. When this takes place in the vicinity of the favourable Ngwako/D’Kar Pan contact, these ions can accumulate and form deposits due to reductive conditions.
Kavango will publish full drill results at the end of the campaign, once all data has been processed.
Further information in respect of the Company and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
First Equity (Broker)
+44 207 374 2212
Jason Robertson
Kavango Competent Person Statement
The technical information contained in this announcement pertaining to geology and exploration have been read and approved by Brett Grist BSc(Hons) FAusIMM (CP). Mr Grist is a Fellow of the Australasian Institute of Mining and Metallurgy with Chartered Professional status. Mr Grist has sufficient experience that is relevant to the exploration programmes and geology of the main styles of mineralisation and deposit types under consideration to act as a Qualified Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
The technical information contained in this announcement pertaining to geophysics have been read and approved by Mr. Jeremy S. Brett, M.Sc., P.Geo., Senior Geophysical Consultant, Jeremy S. Brett International Consulting Ltd. in Toronto, Canada. Mr. Brett is a member of the Professional Geoscientists of Ontario, the Prospectors and Developers Association of Canada, the Canadian Exploration Geophysical Society, and the Society of Economic Geologists. Mr. Brett has sufficient experience that is relevant to geophysics applied to the styles of mineralisation and types of deposits under consideration to act as a Qualified Person as defined under the Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects.
#TEK Tekcapital PLC – Change in Accounting Reference Date
Tekcapital plc, (AIM: TEK) the UK intellectual property investment group focused on creating valuable products from investing in university technology that can improve people’s lives, announces that it is changing its accounting reference date from 30 November to 31 December.
As a result of the change of accounting reference date, the Company’s reporting calendar will be as follows:
· Publication of audited accounts for the 13 month period to 31 December 2022, no later than 31 May 2023
· Publication of unaudited accounts for the 6 month period to 30 June 2023, no later than 30 September 2023
· Publication of audited accounts for the 12 month period to 31 December 2023, no later than 30 June 2024
For further information, please contact:
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Tekcapital Plc |
Via Flagstaff IR |
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Clifford M. Gross, Ph.D. |
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SP Angel Corporate Finance LLP (Nominated Adviser and Broker) |
+44 (0) 20 3470 0470 |
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Richard Morrison / Charlie Bouverat (Corporate Finance) Rob Rees (Corporate Broking) |
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Flagstaff Strategic and Investor Communications |
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+44 (0) 20 7129 1474 |
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Tim Thompson / Andrea Seymour / Fergus Mellon |
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About Tekcapital plc
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
Power Metals Resources #POW – Kalahari Key Acquisition Complete – Power Metal Now Holds 87.71% Interest. Molopo Farms Drilling Update
Power Metal Resources PLC (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces the completion of the transaction to increase the Company’s interest in Kalahari Key Mineral Exploration Pty Limited (“KKME” or “Kalahari Key”) further details of which were provided in the Company’s announcement of 3 November 2022 (the “Transaction”):
Kalahari Key holds a 100% interest in the Molopo Farms Complex Project (the “Project”, “Molopo Farms”), where a large-scale nickel platinum-group metal (“PGM”) discovery is being targeted in southwestern Botswana.
HIGHLIGHTS:
§ Following completion of the Transaction, Power Metal now holds 87.71% of Kalahari Key and therefore the Molopo Farms Project.
§ The 2,600m diamond drill programme at Molopo Farms is progressing well with two holes now completed at target area T1-6, and the third drill hole in progress at target area T1-14.
§ At T1-14 the Company is testing an electromagnetic superconductor identified by a recently completed moving loop electromagnetic (MLEM) survey. The last reported depth from the drillhole in progress, DDH1-14B, was 345 metres.
§ Downhole geophysics is now complete on drill hole DDH1-6B from Target area T1-6, with the geophysics interpretation results expected shortly.
Paul Johnson, Chief Executive Officer of Power Metal Resources commented:
“Today’s confirmation that Power Metal has now completed the transaction and increased its interest in Molopo Farms to 87.71% is great news for the Company. My thanks to all involved in enabling this Transaction to happen so efficiently.
We have completed the Transaction whilst in the midst of the Molopo Farms drill programme where we are progressing well with the third drill hole targeting the superconductor at target area T1-14.
A further exploration update is expected to follow in the near term as we continue, what for Power Metal, is a particularly exciting drill programme.”
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
For further information please visit https://www.powermetalresources.com/ or contact:
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Power Metal Resources plc |
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Paul Johnson (Chief Executive Officer) |
+44 (0) 7766 465 617 |
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SP Angel Corporate Finance (Nomad and Joint Broker) |
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Ewan Leggat/Charlie Bouverat |
+44 (0) 20 3470 0470 |
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SI Capital Limited (Joint Broker) |
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Nick Emerson |
+44 (0) 1483 413 500 |
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First Equity Limited (Joint Broker) |
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David Cockbill/Jason Robertson |
+44 (0) 20 7330 1883 |
NOTES TO EDITORS
Power Metal Resources plc – Background
Power Metal Resources plc (LON:POW) is an AIM listed metals exploration company which finances and manages global resource projects and is seeking large scale metal discoveries.
The Company has a principal focus on opportunities offering district scale potential across a global portfolio including precious, base and strategic metal exploration in North America, Africa and Australia.
Project interests range from early-stage greenfield exploration to later-stage prospects currently subject to drill programmes.
Power Metal will develop projects internally or through strategic joint ventures until a project becomes ready for disposal through outright sale or separate listing on a recognised stock exchange thereby crystallising the value generated from our internal exploration and development work.
Value generated through disposals will be deployed internally to drive the Company’s growth or may be returned to shareholders through share buy backs, dividends or in-specie distributions of assets.
Exploration Work Overview
Power Metal has multiple internal exploration programmes completed or underway, with results awaited. The status for each of the Company’s priority exploration projects is outlined in the table below.
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Project |
Location |
Current POW % |
Work Completed or Underway |
Results Awaited |
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Athabasca Uranium |
Canada |
100% |
Ground exploration programme complete at 3 properties. Preliminary planning for work in Spring/Summer 2023 is ongoing. |
Assay results from samples collected during fieldwork. |
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Molopo Farms |
Botswana |
87.71% |
First 2 holes at T1-6 conductor target drilling complete. T1-14 first hole underway. Further MLEM surveys planned over additional AEM targets identified. |
Drill programme updates and findings from further MLEM survey work. |
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Tati Project |
Botswana |
100% |
RC drilling and sampling of mine dumps complete. |
Mine dumps processing and project commercial and exploration next steps. |
Exploration work programmes may also be underway within Power Metal investee companies and planned IPO vehicles where Power Metal has a material interest, the findings from which will be released on their respective websites, with simultaneous updates through Power Metal regulatory announcements where required. These interests are summarised in the table below:
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Company |
Status/Operations |
Link |
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First Class Metals PLC |
Investment – POW 27.91% Exploration in the Schreiber-Hemlo region of Ontario, Canada |
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First Development Resources PLC |
Planned IPO – POW 62.12% Exploration in Western Australia and the Northern Territory of Australia |
www.firstdevelopmentresources.com
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Golden Metal Resources PLC |
Planned IPO – POW 83.13% Exploration and development in Nevada, USA |
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Kavango Resources PLC |
Investment – POW 14.03% (subject to completion of Kanye Resources disposal announced 8.7.22 and issue of Kavango shares e.g. financing announced 24.10.22) Exploration in Botswana |
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New Ballarat Gold PLC |
Planned IPO – POW 49.9% Exploration in the Victoria Goldfields of Australia |
A new website is currently in development which will be found atwww.newballaratgoldcorp.com . In the interim further information in respect of NBGC can be found at: https://www.powermetalresources.com/project/victoria-goldfields/ .
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Uranium Energy Exploration PLC |
Planned IPO – POW on listing estimated 50-55% Uranium exploration in the Athabasca region of Canada |
#KAV Kavango Resources Plc – Publication of Prospectus
Further to the announcement of 24 October 2022 in which Kavango announced it had conditionally raised £3,000,000 before expenses by the issue of 166,666,660 new ordinary shares of £0.001 each in the capital of the Company (the “New Ordinary Shares”) at a price per share of 1.8 pence, the Company is pleased to announce that the Financial Conduct Authority has approved its prospectus dated 18 November 2022 (the “Prospectus”) issued in connection with:
– the placing of 158,555,555 New Ordinary Shares (the “Placing Shares”);
– the subscription of 8,111,105 New Ordinary Shares (the “Subscription Shares”);
– the issue of 60,000,000 New Ordinary Shares to Power Metal Resources PLC (further to the announcement of 8 July 2022) (the “Kanye Consideration Shares”);
– the issue of 2,000,000 New Ordinary Shares to LVR GeoExplorers (Pty) Ltd (further to the announcement of 16 September 2022) (the “LVR Shares”);
– the issue of 13,478,951 New Ordinary Shares to Mindea Exploration and Drilling Services (Pty) (further to the announcement of 10 June 2021) (the “Fee Shares”); and
– admission of the enlarged share capital and up to 395,918,682 New Ordinary Shares.
The Prospectus has been published in electronic form and will shortly be available on the Company’s website at:
https://www.kavangoresources.com/investor-relations/admission-document
A copy of the Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Warrants
In connection with the publication of the prospectus and as announced by the Company previously, the following warrants have been issued, subject to Admission:
· 166,666,660 warrants to the placees and the subscribers of the placing and subscription announced on 24 October 2022, as applicable, and 27,777,777 warrants to Arigo Capital Limited, as announced on 25 October 2022. The warrants are exercisable at 3p per share for a term of 24 months from the date of issue. These warrants are conditional upon the approval of shareholders and details of a general meeting at which such approval will be sought will be sent to shareholders in the near future.
· The issue to Power Metal Resources PLC of the following:
o 30,000,000 warrants at an exercise price of 4.25p per share for a period of 30 months from 8 July 2022;
o 30,000,000 warrants at an exercise price of 5.5p per share for a period of 30 months from 8 July 2022; and
o 15,000,000 variable price warrants (“VP Warrants”) with a six-month life to expiry, with a minimum exercise price of 3p and an actual exercise price at a 15% discount to the volume-weighted average share price on the date of exercise per share. Should all VP Warrants be exercised by 8 January 2023, Power Metal Resources PLC will receive 15,000,000 replacement warrants, on the same exercise terms and with a 12-month life to expiry from the issue date.
· 2,000,000 warrants to LVR GeoExplorers (Pty) Ltd, exercisable for two years from the date of issue and with an exercise price of 8.5p per share.
· 8,333,334 warrants to Tamesis Partners LLP, exercisable for two years from the date of issue and with an exercise price of 3p per share.
Admission and Total Voting Rights
Application will be made for the Placing Shares, the Subscription Shares, the Kanye Consideration Shares, the LVR Shares and the Fee Shares to be admitted to the Standard List segment of the Official List and to trading on the main market of the London Stock Exchange plc (“Admission”). It is expected that Admission will become effective and that dealings in the Placing Shares, the Subscription Shares, the Kanye Consideration Shares, the LVR Shares and the Fee Shares will commence at 8.00 am on 25 November 2022.
Following Admission, the total issued share capital of the Company will consist of 705,569,314 Ordinary Shares*. Therefore, the total number of voting rights in the Company is 705,569,314 and 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 in their interest, in the share capital of the Company.
*This figure is inclusive of the 27,777,777 shares which are being admitted on 30 November 2022, as announced on 25 October 2022.
Further information in respect of the Company and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
+46 7697 406 06
First Equity (Joint Broker)
+44 207 374 2212
Jason Robertson
SI Capital Limited (Joint Broker)
+44 1483 413500
Nick Emerson