TIDMKEFI
RNS Number : 0925B
Kefi Gold and Copper PLC
31 May 2023
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF KEFI GOLD AND COPPER PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
31 May 2023
KEFI Gold and Copper plc
("KEFI" or the "Company")
Result of Capital Raise
KEFI Gold and Copper (AIM: KEFI), the gold and copper
exploration and development company with projects in the Federal
Democratic Republic of Ethiopia and the Kingdom of Saudi Arabia, is
pleased to provide an update on its Capital Raise, further to the
announcements made yesterday.
The Company is pleased to announce that the Retail Offer via
PrimaryBid successfully closed at 9:00 p.m. on 30 May 2023. From
the Retail Offer, the Company has received orders for 34,820,080
Retail Shares that would raise gross proceeds of approximately
GBP243,741 at the Placing Price of 0.7 pence per Ordinary
Share.
In total the Capital Raise is therefore expected to raise gross
proceeds of GBP6.44 million through the GBP5.50 million Firm
Placing, the GBP0.70 million Conditional Subscription and the
GBP0.24 million Retail offer. The completion of the Conditional
Subscription and the Retail Offer remain subject, inter alia, to
the passing of resolutions at the Company's Annual General Meeting
to be convened on 30 June 2023.
Shareholders are reminded that because the Conditional
Subscription and the Retail Offer are conditional, among other
things, on the passing of the share allotment and disapplication of
pre-exemption rights resolutions to be proposed at the AGM, should
the resolutions not be passed, the Conditional Subscription and the
Retail Offer will not proceed. Further announcements will be made
in due course as appropriate.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company at 5.32 p.m. on 30 May 2023.
Market Abuse Regulation (MAR) Disclosure
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.
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman) +357 994 57843
John Leach (Finance Director) +357 992 08130
SP Angel Corporate Finance LLP (Nominated Adviser +44 (0) 20 3470
and Joint Broker) 0470
Jeff Keating, Adam Cowl
+44 (0) 20 7100
Tavira Financial Limited (Joint Broker) 5100
Oliver Stansfield, Jonathan Evans
+44 (0) 20 3934
IFC Advisory Ltd (Financial PR and IR) 6630
Tim Metcalfe, Florence Chandler
Further information can be viewed at
www.kefi-goldandcopper.com
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
No public offering of the securities referred to herein is being
made in any such jurisdiction or elsewhere.
The Firm Placing Shares and the Conditional Subscription Shares
(together, the "Firm Placing and Subscription Shares") have not
been, and will not be, registered under the US Securities Act of
1933, as amended (the "US Securities Act"), or with any securities
regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, pledged, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of securities
is being made in the United States. The Firm Placing and
Subscription Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Firm
Placing and Subscription Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa.
No public offering of the Firm Placing and Subscription Shares
is being made in the United States, United Kingdom or elsewhere.
All offers of the Firm Placing and Subscription Shares will be made
pursuant to an exemption from the requirement to produce a
prospectus under the Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission Delegated Regulation (EU) 2019/980 and
Commission Delegated Regulation (EU) 2019/979) as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 (the "UK Prospectus Regulation").
No action has been taken by the Company, the Broker or any of
their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") that would, or is intended to,
permit an offer of the Firm Placing and Subscription Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Firm Placing and Subscription
Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. The distribution of this Announcement, and
the Placing and/or the offer or sale of the Firm Placing and
Subscription Shares, may be restricted by law in certain
jurisdictions. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice
before taking any action. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do
so.
Members of the public are not eligible to take part in the Firm
Placing and the Conditional Subscription. This Announcement is for
information purposes only and is directed only at: (a) persons in
Member States of the European Economic Area ("EEA") who are
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation (EU) 2017/1129; (b) in the United Kingdom,
qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are persons who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; and (c) otherwise, persons to
whom it may otherwise lawfully be communicated, (all such persons
in (a), (b) and (c) together being referred to as "Relevant
Persons"). This Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do
so.
This Announcement may contain, and the Company may make, verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the
industry in which it operates, may differ materially from those
made in or suggested by the forward looking statements contained in
this Announcement and/or information incorporated by reference into
this Announcement. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates, supplements or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto, or any changes in events, conditions or circumstances on
which any such statements are based, except where required to do so
under applicable law.
The Firm Placing and Subscription Shares and the Retail Shares
to be issued or sold pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
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END
ROISDSEFSEDSEEI
(END) Dow Jones Newswires
May 31, 2023 02:00 ET (06:00 GMT)
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