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#MDH Mendell Helium PLC – Issue of Equity & Warrants
Mendell Helium announces that it has issued 667,000 new ordinary shares at a price of 3 pence per share (the “Shares”) and 500,000 warrants over new ordinary shares with an exercise price of 3 pence per share exercisable for a period of two years from Admission (as defined below), in lieu of certain accrued liabilities owed by the Company.
Admission
Application has been made for the Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market (“Admission”). Admission is expected to occur at 8:00 am on or around 15 October 2024.
Total voting rights
Following Admission, the Company’s enlarged share capital will comprise 43,885,160 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 43,885,160. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium based in Kansas and with an interest in six wells. There is no certainty that the Company’s option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
#FCM First Class Metals – Warrant Extension
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK metals exploration company seeking large scale metal discoveries across its extensive Canadian Schreiber-Hemlo & Sunbeam land holding is pleased to announce that, subject to specific warrant holder approval, it has approved a twelve month extension of the outstanding ‘Existing Shareholder Warrants’ and the ‘First Warrants’, which were issued at the point of the Initial Public Offering ‘IPO’ on the 28th July 2022, by way of amendment to the instruments pursuant to which those warrants were constitued.
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Type Of Warrant |
Number Outstanding |
Proposed Expiry |
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10p ‘Existing Shareholder Warrants’ |
6,054,991 |
28th July 2024 |
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12.5p ‘First Warrants’ |
6,195,785 |
28th July 2024 |
The proposed extension to the Existing Warrants is subject to approval in writing by holders of at least two-thirds of the Existing Warrants now outstanding.
The proposed extension to the First Warrants is subject to approval by the holders of First Warrants at a meeting to be held on the 4th August 2023 at 10.00am.
For further information, please contact:
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
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Ayub Bodi, Executive Director |
07860 598086 |
First Equity Limited
(Financial Adviser & Broker)
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Jonathan Brown |
0207 3742212 |
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Jason Robertson |
0207 3742212 |
First Class Metals #FCM – Funding and Issue of Equity
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK metals exploration company focused on the discovery of economic metal deposits across its extensive Canadian – northwest Ontario, land holding is pleased to provide details on an oversubscribed conditional placing and subscription to raise £997,400.
First Class Metals PLC (LSE:FCM), announces the completion of a conditional Placing and Subscription, confirming it has placed 9,599,000 ordinary shares of £0.001 par value (the “Placing Shares”) at a price of 10 pence per Placing Share (the “Placing Price”) in a placing (the “Placing”) and subscription (the “Subscription”) at a price of 10 pence per Subscription Share (the “subscription price) of 375,000 ordinary shares of £0.001 par value (the “Subscription Shares), raising gross proceeds of £997,400 and issuing 9,974,000 ordinary shares.
The Placing and Subscription is subject to the AGM on the 29th of June 2023 and admission will take place on or around the 30th of June 2023, with dealings in the Placing and Subscription Shares on the LSE’s Main Market for listed securities expected to commence at 8.00 a.m. on the 30th of June 2023.
Every two Placing and Subscription Share will be issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 12.5 pence (the “Warrants”). The Warrants have a life of 24 months from the date of Admission.
The Placing and Subscription Shares being issued will represent approximately 12% of the Company’s enlarged Ordinary Share capital following the Placing and Subscription.
The Placing and Subscription Price represents a 5% discount to the mid-market closing price of the Company’s shares on 23rd of June 2023, the date of the arrangement of the Placing.
Clear Capital Markets Limited & First Equity Limited acted as placing agents in respect of the Placing.
When issued, the Placing and Subscription Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company, including the right to receive all dividends and other distributions declared, made, or paid on or in respect of such shares after the date of issue of the Placing and Subscription Shares.
The Company has convened a general meeting on the 29th of June 2023 to renew authorities to allot shares generally (given that the Placing utilises the authorities taken at the last annual general meeting in full).
Directors Participation & Private Subscription
Marc J Sale CEO of First Class Metals PLC is subscribing in a private placement of £37,500 for a total of 375,000 ordinary shares. The shares will be held in the name of Specialist Exploration Services Scotland Limited a UK registered company controlled by Mr Marc J Sale.
Exercise of Warrants
Alongside the Placing and Subscription, the company is also pleased to confirm that it’s received notice from Power Metals Resources PLC (LSE: POW) to exercise 517,705 warrants at 10p per warrant for a total of £51,770.50. These warrants had been issued at the point of the IPO in July 2022.
Application will be made to the Financial Conduct Authority (“FCA”) for admission of the Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, with admission and dealings in the new warrant shares expected to take place from 8.00am on the 30th of June 2023.
Use of the Placing Proceeds
The net Placing proceeds will primarily be used to fund exploration drilling work in Canada with the primary focus on diamond drilling (up to 3,000m total planned) at the Sunbeam & North Hemlo Properties. Preparation is already underway to commence the stripping of selected areas on the Sunbeam Property with the historic workings at Pettigrew being the initial focus. This work in to be conducted under a recently approved ‘revised’ Exploration Permit.
Subject to the approval of the Exploration Permit covering North Hemlo (lodged with the authorities earlier this month after positive discussions with the First Nation groups), stripping will be the precursor to drilling at the Dead Otter trend which is developing into a veritable drill target both in the area of the historic 3.1g/t Au as well as the 19.6g/t Au target, some 3km distant along a currently discontinuous trend but which is becoming more robust with the ongoing exploration.
In addition to the planned diamond drilling at Sunbeam and North Hemlo the Placing and Subscription proceeds will also be used to advance exploration work at the Zigzag hard rock lithium pegmatite project and in, support of the Company’s working capital requirements.
Total Voting Rights
Following Admission, the Company’s total issued share capital consists of 81,886,294 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury.
Therefore, following Admission, the total number of voting rights in First Class Metals PLC is 81,886,294. This figure may be used by shareholders 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 Company under the FCA’s Disclosure Guidance and Transparency Rules.
James Knowles Executive Chairman commented:
“In a challenging capital market for junior exploration, we have successfully raised a significant amount of funding, being the maximum allowable, at little discount to advance our exploration activities. We are now at a pivotal point with the ‘Big Four’ projects moving towards drill-ready status, with multiple targets all holding the potential for significant results.”
Marc J. Sale, First Class Metals, Chief Executive Officer, added:
“The swiftness and enthusiasm with which this placing was undertaken robustly supports the Company’s exploration policy and the success demonstrated so far in our exploration strategy. These funds will allow significant advancement of two of the prospects on two of out key Properties as well as allow us to progress to drill ready on the lithium focus and other exploration areas of merit.”
For Further Information:
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
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Ayub Bodi, Executive Director |
07860 598086 |
First Equity Limited
(Financial Adviser & Broker)
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Jonathan Brown |
0207 3742212 |
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Jason Robertson |
0207 3742212 |
Clear Capital Markets Limited
(Placing Agents)
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Andrew Blaylock |
0203 8696081 |
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Bob Roberts |
0203 8696081 |
#KAV Kavango Resources PLC – Corporate update & expiry of warrants
Kavango Resources plc (LSE:KAV), the Southern Africa focussed metals exploration company, is pleased to provide the following corporate update.
Progress with new acquisition
Kavango confirms it is in late-stage discussions for a potential exclusive 2-year option to acquire a gold exploration and development project in Zimbabwe (the “Option”). The project area covers a number of contiguous gold claims over a 3.4km strike that has supported historic high-grade underground mining and more recent surface small-scale mining op(the “Project Area”).
The Project Area has never been explored using modern methods or technology. Provisional terms of the Option would allow Kavango to perform unrestricted field due diligence (exploration and drilling), ahead of deciding whether to exercise the Option.
Kavango has completed extensive preliminary due diligence ahead of negotiating the Option, including two field visits to the Project Area.
Potential £6,000,000 conditional equity investment into Kavango
In parallel to the new acquisition discussions, Kavango has been in discussions with a single investor concerning a possible £6,000,000 conditional equity investment into the Company via a non-brokered direct subscription (the “Proposed Subscription”).
Should terms be finalised and agreed, the Company expects to complete the Proposed Subscription at 1p per share. Full completion of the Proposed Subscription would be subject to (i) approval by the Financial Conduct Authority of a prospectus; (ii) approval by shareholders of a waiver in accordance with Rule 9 of the Takeover Code; and (iii) the Company having the necessary authorities to issue the subscription shares.
Expiry of April 2020 warrants
On 15 April 2020, Kavango announced a £358,000 placing and subscription (the “April 2020 Placing”). As part of the April 2020 Placing, the Company issued “A” and “B” warrants on a 3-year term. All unexercised “A” and “B” warrants have now expired.
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
+46 7697 406 06
First Equity (Broker)
+44 207 374 2212
Jason Robertson
#FCM First Class Metals – Warrant Conversion & Issue of Equity
First Class Metals PLC
(“First Class Metals” or the “Company”)
Exercise of Warrants and Issue of Equity
First Class Metals PLC (LSE:FCM) announces that it has received a notice to exercise warrants over a total of 600,000 Ordinary Shares (the “Warrant Shares”), for which funds of GBP75,000 have been received by the Company.
Application will be made to the Financial Conduct Authority (“FCA”) for admission of the Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, with admission and dealings in the new shares expected to take place from 8.00am on 21th March 2023.
Following Admission, the Company’s issued share capital will consist of 71,394,589 Ordinary Shares with voting rights. This figure of 71,394,589 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they require to notify their interest in, or a change to their interest in, the share capital of the Company under the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Further Information:
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James Knowles, Executive Chairman |
07488 362641 |
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Marc J Sale, CEO |
07711 093532 |
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Ayub Bodi, Executive Director |
07860 598086 |
First Equity Limited
(Financial Adviser & Broker)
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Jonathan Brown |
0207 3742212 |
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Jason Robertson |
0207 3742212 |
#TYM Tertiary Minerals PLC – Placing to raise £300,000
Tertiary Minerals plc (AIM: TYM), the London listed explorer focussed on energy transition and precious metals in Zambia and Nevada, USA, is pleased to announce it has raised £300,000 before expenses through a placing of 250,000,000 new ordinary shares of 0.01 pence each (the “Placing Shares”) and 125,000,000 attached warrants (the “Placing Warrants”) in the Company at a price of 0.12 pence per share (the “Placing Price”) as detailed below (the “Placing”).
The Placing was arranged through the Company’s joint broker, Peterhouse Capital Limited (“Peterhouse”).
Commenting today, Executive Director Patrick Cheetham said:
The proceeds of the Placing will allow the Company to continue the evaluation of its exciting portfolio of copper exploration projects in Zambia and Nevada, with field programmes scheduled to commence in Spring in Zambia as soon as the wet season ends. We are taking full advantage of the data being supplied under our data sharing and technical cooperation agreement with major Zambia copper producer First Quantum Minerals to shortcut the exploration process with drilling anticipated this year on a number of projects.“
Placing Details
The Company has placed 250,000,000 new ordinary shares at 0.12 pence to raise proceeds of £300,000 before expenses.
The Placing Price represents a discount of approximately 7.7% to the closing bid-price for Tertiary shares on 2 February 2023.
The Company will issue one warrant for every two Placing Shares (the “Placing Warrants”) entitling the holder to subscribe for a one new ordinary share at a price of 0.24 pence at any time within 12 months from the date of admission of the Placing Shares and the Broker Fee Shares to trading on AIM (“Admission”). A total of 125,000,000 Placing Warrants will be issued.
Broker Warrants
In settlement of commission payable in connection with the Placing and its quarterly Joint Broker fees for the period 1 January 2023 to 31 March 2023, Peterhouse will be issued with 16,250,000 new ordinary shares and 8,125,000 warrants on the same terms as those issued in the Placing (the “Broker Fee Shares and Broker Fee Warrants”).
Under the terms of its engagement Peterhouse will also be issued with 12,500,000 warrants (“Broker Engagement Warrants”) to subscribe for further new ordinary shares at the Placing Price at any time before one year from the date of Admission.
The Placing Shares, the Broker Fee Shares, the Placing Warrants, the Broker Fee Warrants and the Broker Engagement Warrants (together “the Warrants”) are being issued under the Company’s existing share issue authorities. The Warrants are non-transferable and will not be admitted to trading on any exchange.
Related Party Transaction
Subscribers to the placing include Sanderson Capital Ltd (“Sanderson”) which currently holds 7.36% of the existing issued ordinary shares. As Sanderson held more than 10% of the Company’s issued share capital within the past 12 months it is a “related party” of the Company under the AIM Rules for Companies (the “AIM Rules”). As a result, their participation in the Placing is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules.
Accordingly, the Directors of the Company, consider, having consulted with the Company’s Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of Sanderson’s participation in the Placing are fair and reasonable in so far as the Company’s shareholders are concerned.
Sanderson is subscribing for 25,000,000 Placing Shares and following the issue of the Placing Shares and the Broker Fee Shares will hold 138,056,670 shares representing 7.66% of the issued shares following Admission.
Use of Proceeds
The net funds raised will be applied to exploration activities at the Company’s projects in Nevada and Zambia and working capital.
Admission
The Placing Shares and the Broker Fee Shares will rank pari passu with the Company’s existing ordinary shares.
An application has been made to the London Stock Exchange for admission of the Placing Shares and the Broker Fee Shares to trading on AIM (“Admission”). Admission is expected to occur at 8.00 a.m. on or around 8 February 2023.
Total Voting Rights
Following Admission of the Placing Shares and the Broker Shares the Company’s enlarged issued share capital will be 1,802,513,621 ordinary shares.
The Company holds no ordinary shares in treasury. Following Admission, the total number of voting rights in the Company will therefore be 1,802,513,621 and this figure may be used by shareholders as the denominator for the calculations by which they 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.
For more information please contact:
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Tertiary Minerals plc: |
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Patrick Cheetham, Executive Chairman |
+44 (0) 1625 838 679 |
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SP Angel Corporate Finance LLP – Nominated Adviser and Broker |
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Richard Morrison |
+44 (0) 203 470 0470 |
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Harry Davies-Ball |
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Peterhouse Capital Limited – Joint Broker |
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Lucy Williams |
+ 44 (0) 207 469 0930 |
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Duncan Vasey |
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Market Abuse Regulation
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (‘MAR’). Upon the publication of this announcement via Regulatory Information Service (‘RIS’), this inside information is now considered to be in the public domain.
#POW Power Metal Resources – Additional Financing Raising £280,000
Power Metal Resources PLC (LON:POW) the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces it has completed a further placing of £280,000 with a single new investor in the Company.
Together with the £800,000 fundraise announced earlier today, the additional placing of £280,000 brings the total raised to £1,080,000 before expenses.
Paul Johnson, Chief Executive Officer of Power Metal Resources plc, commented:
“Power Metal welcomes the additional amount raised of a further £280,000 notably through a single investor, a client of our broker First Equity Limited.
This additional amount will provide Power Metal yet greater financial firepower as we embark upon what I consider to be one of the most important phases in our corporate history.”
FINANCING FURTHER INFORMATION
– The Company has raised £280,000 before expenses through the issue of 20,000,000 new ordinary shares of 0.1p each in the Company (the “Financing Shares”) at an issue price of 1.4p per share, the closing market bid price on 2 September 2022.
– Each Financing Share has an attaching warrant to subscribe for one new ordinary share of 0.1p each (“Ordinary Share”) at an exercise price of 2.0p with a 12-month term from 19 September 2022 (“Financing Warrant”) creating 20,000,000 Financing Warrants.
– Should the Power Metal share price exceed a volume weighted average share price of 10p for five trading days Power Metal may issue a written notice to the Financing Warrant holder providing ten trading days to exercise the Financing Warrants and ten further trading days to make payment of exercise monies or the Financing Warrants may be cancelled.
– The Financing was undertaken by the Company’s joint broker First Equity Limited. Power Metal has issued First Equity Limited with 2,000,000 warrants to subscribe for new Ordinary Shares on the same terms as the Financing Warrants.
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 20,000,000 Financing Shares to be admitted to trading on AIM which is expected to occur on or around 19 September 2022 (“Admission”). The Financing Shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.
Following Admission, the Company’s issued share capital will comprise 1,614,654,921 ordinary shares of 0.1p each. This number will represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
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 |
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#POW Power Metal Resources – Conditional Disposal of Kanye Resources Interests
Power Metal Resources plc (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces the conditional disposal of its 50% interest in the Kanye Resources Joint Venture which is comprised of Kanye Resources Pty Limited a Botswana private company and Kanye Resources PLC a UK company, (“Kanye Resources JV” or “Kanye JV”) to JV partner Kavango Resources PLC (LON:KAV)(“Kavango”) (the “Transaction”).
Paul Johnson, Chief Executive Officer of Power Metal Resources PLC commented:
“Power Metal today announces a further step to crystallise value from its expansive project portfolio – through the disposal of our interest in the Kanye Resources JV back to partner Kavango.
“The crystallisation of value from various Power Metal interests is a process we expect to continue. In doing so, we increase the financial strength of the Company which will allow us to build a valuable and diverse portfolio of financial assets focused on the natural resource sector.
“Importantly, streamlining of the Company in this way allows us to focus our time and financial resources on a more targeted exploration portfolio.
“Our joint venture partnership with Kavango has continued for two years. In this time they have become, in our view, a Botswana junior resource powerhouse and with this transaction will see 100% ownership of their Botswana portfolio restored.
“The work to date on projects within the Kanye JV has demonstrated the potential for major metal discoveries and if successful, the value of our greatly expanded equity holding of Kavango will likely appreciate significantly. Additionally, as a result of this transaction, we gain further exposure to the upside potential of their work on the KSZ project where the exploration findings are increasingly of interest.
“Power Metal’s journey with Kavango continues, however now as a strategic investor rather than JV partner. I look forward to ongoing news flow from Kavango and on behalf of all at Power Metal, wish the Kavango team well on their exciting exploration endeavours.”
Transaction Highlights:
Subject to the publication of a new prospectus1 by Kavango including provision for this Transaction, Kavango will acquire all Power Metal interests in the Kanye JV for the following consideration:
– The issue to Power Metal of 60 million new ordinary shares of Kavango (Share Value of £1,200,000 using the closing price of 2p of Kavango shares on 07-07-2022) (“Consideration Shares”). The Consideration Shares will be subject to a lock-in agreement whereby they may not be sold within 12 months of today’s date without Kavango approval.
– The issue to Power Metal of 60 million warrants to subscribe for new Kavango ordinary shares with a 30 month life to expiry from today’s date (30 million at an exercise price of 4.25p and 30 million at an exercise price of 5.5p) (“Consideration Warrants”).
– The issue to Power Metal of 15 million variable price warrants (“VP Warrants”) with a six month life to expiry from today’s date, 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. Should all VP Warrants be exercised within 6 months, Power Metal will receive 15 million replacement warrants, on the same exercise terms and with a 12 month life to expiry from issue date (“Super VP Warrants”).
– Power Metal will receive a 1% Net Smelter Return (“NSR”) royalty across all Kanye licence areas as at today’s date. In the event that Kavango is able to secure, within two years of today’s date, a greater than 2% NSR or other royalty on any of the Kanye properties the total royalty above 2% would be split equally Power Metal/Kavango (e.g. a 3% NSR would see KAV/POW each receive a total 1.5% royalty).
– In the event that Kavango sells all or part of Kanye for in excess of £7.5 million, Power Metal will be paid a proportion of the gross excess received by Kavango above £7.5 million (the “Sale Premium”). The Sale Premium is 20% for 6 months from todays’ date, 15% (7-12 months), 10% (13-18 months) and 5% (19-24 months).
Further Information
The Kanye Resources JV holds ten prospecting licences covering 4,257km2 in the Kalahari Copper Belt and 1,386km2 of ground over two licences representing the Ditau Camp Project.
Power Metal holds a current book value of £1,030,291 in respect of its 50% interest in the Kanye Resources JV.
As at 31 March 2022 Power Metal held a book value of £836,487 in respect of its 50% interest in the Kanye Resources JV. In the year ended 30 September 2021 Power Metal recorded an attributable loss of £80,010 in respect of its 50% interest in the Kanye Resources JV.
Power Metal currently holds 9.5 million Kavango shares and 4.75 million warrants to subscribe for new Kavango shares at an exercise price of 2.5p (expiry April 2023). On completion of this Transaction and issue of the Consideration Shares Power Metal therefore expects to hold 69.5 million Kavango shares.
Assuming the current published Kavango issued share capital (435,462,052 shares) is diluted only by the Consideration Shares (60,000,000 shares) the total Kavango issued share capital would total 495,462,052 shares. In this scenario and on the basis of Power Metal’s current Kavango shareholding, Power Metal would hold 14.03% of Kavango issued share capital.
Notes:
1 A Prospectus is required to cover the Kavango shares and warrants included as consideration in this transaction. The publication of the Prospectus requires submission to, and approval of, the UK Listing Authority (“UKLA”). This submission is expected to take place shortly. The timescale leading to publication of the prospectus is not definitive, however the Company expects this to by completed by early Q4 2022 at the latest.
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 |
#KAV Kavango Resources – Agreed Acquisition of 50pc of Kanye Resources
Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) announces it has agreed terms with Power Metal Resources plc (AIM:POW) (“Power”) to acquire Power’s 50% of the Kanye Resources Joint Venture (“Kanye JV”) (the “Acquisition”).
The Kanye JV owns 100% working interests in:
– 10 prospecting licenses in the Kalahari Copper Belt (“KCB”), which cover 4,257km2
– 2 prospecting licences in the Ditau Camp Project that cover an area of 1,386km2
Kavango is the operator of the Kanye JV.
Ben Turney, Chief Executive Officer of Kavango Resources, commented:
“Today’s deal is a very important step forward for Kavango. After a period of considerable support from Power Metal Resources, we are now in a position to regain complete ownership of our crucial prospecting licences in the Kalahari Copper Belt (KCB) and at Ditau. On completion of the transaction, Kavango will become one of the largest landholders for copper exploration in Botswana.
The Strategic Joint Venture has served both Kavango and Power well. It has demonstrated the success of Power’s incubation model in the exploration space, while has provided Kavango with innovative and effective financing to develop its projects more quickly. This has enabled us to drill our recent campaign at Ditau and also to bring our interests in the KCB to the point of drill readiness.
From a commercial perspective, the deal with Power significantly strengthens Kavango. We are adding a supportive strategic investor to our shareholder register, at this crucial point in the wider market cycle.
With the operational progress we have made over the last two years, the talented people we have recruited to our team, and the financing measures we have put in place, we have significantly raised Kavango’s chances of exploration success. We now have near-complete control of 16,000km2 of highly prospective ground in Botswana and an exciting future ahead of us.”
Headline Terms of the proposed Agreement (Subject to and conditional upon the publication of a new prospectus by Kavango):
– The issue to Power Metal of 60 million new ordinary shares of Kavango at a deemed issue price of 3p per ordinary share, subject to a 12-month lock-in agreement
– The issue to Power of 60 million warrants, divided into two separate tranches:
– 30 million warrants with the right to subscribe for new ordinary shares in Kavango at an exercise price of 4.25p for a period of 30 months
– 30 million warrants with the right to subscribe for new ordinary shares in Kavango at an exercise price of 5.5p for a period of 30 months
– The issue to Power of 15 million 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
– Power Metal will receive a 1% Net Smelter Return (“NSR”) (“Royalty”) across all Kanye licence areas
In the event that Kavango sells all or part of Kanye for in excess of £7.5 million, Power Metal will be paid a proportion of the gross excess received by Kavango above £7.5 million.
Detailed Transaction Terms:
The Kanye JV owns 100% working interests in:
– 10 prospecting licenses in the Kalahari Copper Belt (“KCB”), which cover 4,257km2. The PL numbers are PL108/2020, PL109/2020, PL110/2020. PL111/2020, PL046/2020, PL49/2020, PL052/2020, PL053/2020, PL036/2020 and PL037/2020.
– 2 prospecting licences (PL169/2012 & PL010/2019) in the Ditau Camp Project that cover an area of 1,386km2.
Kavango is the operator of the Kanye JV.
Subject to and conditional upon the publication of a new prospectus by Kavango including provision for this Acquisition (the “Prospectus”) Kavango will acquire Power Metal’s 50% interest in the Kanye JV.
Consideration:
Shares:
The issue to Power Metal of 60 million new ordinary shares of Kavango, credited as fully paid at a deemed issue price of 3p per ordinary share (Share Value £1,800,000 at 3p) (“Consideration Shares”). The Consideration Shares will be subject to a lock-in agreement whereby they may not be sold within 12 months without Kavango’s written approval.
Warrants:
The issue to Power Metal of 60 million warrants, divided into two separate tranches (Tranche 1 and Tranche 2)(“Consideration Warrants”). The two tranches of warrants include the following terms:
– Tranche 1 comprises 30m warrants with the right to subscribe for new ordinary shares in Kavango at an exercise price of 4.25p for a period of 30 months from execution of the agreement
– Tranche 2 comprises 30m warrants with the right to subscribe for new ordinary shares in Kavango at an exercise price of 5.5p for a period of 30 months from execution of the agreement
The issue to Power Metal of 15 million variable price warrants (“VP Warrants”) with a six month life to expiry from execution of the agreement, 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. Should all VP Warrants be exercised within 6 months from execution of the agreement, Power Metal will receive 15 million replacement warrants, on the same exercise terms and with a 12-month life to expiry from issue date (“Super VP Warrants”).
Royalty:
Power Metal will receive a 1% Net Smelter Return (“NSR”) (“Royalty”) across all Kanye licence areas save in respect of any such licences which, at its sole discretion, Kanye Botswana allows to lapse. Costs for the preparation of a suitable separate Royalty Agreement shall be shared by the parties. In the event that Kavango is able to secure, within 2 years of execution of the agreement, a greater than 2% NSR or other royalty on any of the Kanye properties the total royalty above 2% would be split equally Power Metal/Kavango (e.g. a 3% NSR would see KAV/POW each receive a total 1.5% royalty), with Kavango retaining the balance.
Sale Premium:
In the event that Kavango sells all or part of Kanye for in excess of £7.5 million, Power Metal will be paid a proportion of the gross excess received by Kavango above £7.5 million (the “Sell-On Premium”). (e.g. if Kanye is sold for £50 million in month 15, POW would receive £4.25million). The Sell-On Premium is 20% for 6 months from execution of the Agreement, 15% for 7-12 months from execution of the agreement, 10% for 13-18 months from execution of the agreement and 5% for 19-24 months from execution of the Agreement, after which the Sell-On Premium will lapse.
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.
For further information please contact:
Kavango Resources plc
Ben Turney
+46 7697 406 06
First Equity (Joint Broker)
+44 207 374 2212
Jason Robertson
SI Capital Limited (Joint Broker)
+44 1483 413500
Nick Emerson
#POW Power Metal Resources – Insider Warrant Extension
Power Metal Resources PLC (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio, announces an extension of the December 2019 financing warrants held by Paul Johnson and Edmund Shaw, Directors of the Company (the “Insider Warrants”).
Extension of Insider Warrants
As at 17 June 2022 the following Insider Warrants remained outstanding:
|
Warrant Holder |
Number of Warrants |
Exercise Price |
|
Paul Johnson |
6,250,000 |
0.7p |
|
Ed Shaw |
5,000,000 |
0.7p |
The Insider warrants were issued following participation in the December 2019 financing and had an original expiry date of 17 December 2021 which was extended by 3 months to 17 March 2022, then a further 3 months to 17 June 2022 as announced on 17 March 2022.
The Company is undertaking numerous exploration programmes and corporate activities across its portfolio where current and near term expected work streams include:
North America:
– Preparatory work for the planned near-term London listing of Golden Metal Resources PLC focused on Nevada, USA
– Receipt and review of exploration findings relating to the Alamo gold project in Arizona, USA
– Finalisation of next stage exploration work in respect of the Authier lithium project in Quebec, Canada
– Finalisation of next stage exploration and specific corporate activities related thereto for the Athabasca Basin uranium interests, Saskatchewan, Canada
– Next stage plans in respect of the Silver Peak project in British Columbia, Canada
Africa:
– Diamond drill programme underway at the Ditau Camp Project JV in southwest Botswana
– Field work to delineate drill targets in the Kalahari Copper Belt JV interests in Botswana
– Corporate work and next stage exploration planning in respect of the Molopo Farms Project in southwest Botswana
– Finalisation of next stage plans for the Tati greenstone gold project in Botswana
– Interpretation of diamond drill results and next steps for the Haneti Project in Tanzania, including development of lithium opportunities
Australia:
– Preparatory work for the planned near-term London listing of First Development Resources PLC focused on Western Australia and Northern Territory exploration interests
– Further desktop, field and drill results from the New Ballarat Gold Corporation Victoria goldfields JV, following recent diamond drill programme, and matters pertaining to the planning for a listing of the holding company
As a result, the December 2019 Warrants held by Paul Johnson (Chief Executive Officer of Power Metal) and Ed Shaw (Non-executive Director of Power Metal) cannot be exercised on the expiry date of 17 June 2022 and may be extended under the warrant instrument, as outlined below.
Under the December 2019 Warrant instrument clause 2.3 provides that should any December 2019 Warrant holder be in the possession of price sensitive information and be thereby precluded from exercising warrant subscription rights, the exercise period shall be extended until 20 business days following the date on which the Warrant holder ceases to be an insider.
Given the level of ongoing operational activity there is a material likelihood that the receipt of price sensitive information could frequently restrict the ability of Paul Johnson and Ed Shaw to exercise the December 2019 warrants.
Reflecting the above the Company has extended the Insider Warrants expiry date to a new expiry date of 31 December 2022. No other changes to the terms of the Insider Warrants have been made.
Related Party Note
The extension of the Insider Warrants held by Paul Johnson and Ed Shaw as outlined above, have been treated as related party transactions for the purposes of AIM Rule 13.
Scott Richardson Brown being the independent Director for the purposes of the extension of the expiry date of the Insider Warrants held by Paul Johnson and Ed Shaw considers, having consulted with the Company’s nominated adviser, SP Angel, that the extension of the warrant expiry date to 31 December 2022 to such related parties is fair and reasonable insofar as the Shareholders are concerned.
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:
|
Power Metal Resources plc |
|
|
Paul Johnson (Chief Executive Officer) |
+44 (0) 7766 465 617 |
|
SP Angel Corporate Finance (Nomad and Joint Broker) |
|
|
Ewan Leggat/Charlie Bouverat |
+44 (0) 20 3470 0470 |
|
SI Capital Limited (Joint Broker) |
|
|
Nick Emerson |
+44 (0) 1483 413 500 |
|
First Equity Limited (Joint Broker) |
|
|
David Cockbill/Jason Robertson |
+44 (0) 20 7330 1883 |