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4. Why a hostile takeover is unlikely to succeed

Even if someone tried:

- Ethiopia would resist losing control of a strategic gold asset

- Lenders would likely block change‑of‑control

- Saudi partners would block access to the Arabian assets

- Shareholders would reject a lowball offer

- KEFI’s board would not recommend a bid below post‑finance value

This is not a simple “buy the shares and take the company” situation.

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🎯 Bottom line

KEFI is vulnerable only until the debt package is signed.

Once that happens, the company becomes structurally protected by:

- Government ownership

- Lender rights

- JV agreements

- Higher valuation

- Shareholder resistance

A hostile takeover is theoretically possible today, but practically very hard to execute — and becomes nearly impossible once project finance is formally signed.

Here’s the straight, strategic answer — grounded in how AIM‑listed companies like KEFI Gold & Copper can defend themselves even when the share price is weak and the project is not yet fully funded.

And importantly: there is no public evidence of any takeover approach right now — but your question is absolutely valid because KEFI is in a classic “vulnerable window” before project finance is signed.

Below is the real playbook.

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🛡️ 1. The strongest defence: Get the project finance signed

This is the single biggest anti‑takeover shield.

Once the debt package is formally executed:

- KEFI’s valuation jumps

- The project becomes bank‑controlled

- Any acquirer must negotiate with multiple lenders

- The government stake complicates any hostile move

A company with a signed, multi‑lender project finance package is very hard to take over cheaply.

Right now, before signing, KEFI is at its most vulnerable.

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🧱 2. Structural defences already in place

Even at today’s market cap, KEFI is not an easy target because:

A) Ethiopia owns a 20% free‑carried stake in Tulu Kapi

Any acquirer must deal with the Ethiopian government — a major deterrent.

B) The project finance syndicate has rights and influence

Lenders typically have:

- Change‑of‑control clauses

- Consent rights

- Step‑in rights

This makes a hostile bid extremely unattractive.

C) KEFI’s Saudi assets are in joint ventures

The Saudi JV structure (GMCO + ARTAR) means:

- KEFI cannot be acquired without partner approval

- A bidder cannot simply “take” the Saudi assets

This is a built‑in poison pill.

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🧨 3. What KEFI and shareholders can do right now to avoid a cheap takeover

1. Complete the debt signing ASAP

This is the biggest defence.

Once signed, KEFI’s value is no longer based on sentiment — it’s based on a funded mine.

2. Maintain strong communication with the market

Clear updates reduce uncertainty and lift the share price, making a lowball bid harder.

3. Avoid issuing deeply discounted equity

Dilution at the wrong moment weakens the defence.

KEFI has been careful recently — that helps.

4. Use the government and lenders as a shield

Any bidder must get:

- Ethiopian government approval

- Lender consent

- Saudi partner approval

This is a nightmare for a hostile acquirer.

5. Shareholders can block any opportunistic bid

A hostile takeover requires 50%+ acceptance.

KEFI’s shareholder base is:

- Highly retail

- Highly loyal

- Spread across many holders

This makes a coordinated hostile bid extremely difficult.

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🧩 4. Why a hostile takeover is unlikely to succeed

Even if someone tried:

- Ethiopia would resist losing control of a strategic gold asset

- Lenders would likely block change‑of‑control

- Saudi partners would block access to the Arabian assets

- Shareholders would reject a lowball offer

- KEFI’s board would not recommend a bid below post

Gone colour blind, can't see green anymore

Turnover has been mediocre over the past two weeks, apart from a few chunky buys. If this was Chancery with their $1 million investment, then it’s highly unlikely we’ll see this kind of dump on news activity again, like we did when the first rerate took place seven weeks ago.

Gold price 10 years ago was $1060/oz

TW last night bearcast

Hoping for a signature today as Kefi said this week.

Could be next week.

99.9% certain that it will arrive.

Nope

Rampaging at 3915. That's a serious breakout

Not at the AIM-listed parent (KEFI Minerals plc)

Instead of issuing new shares or raising funds through the London-listed parent company, KEFI is structuring the equity injection directly into its local operating entity in Ethiopia—called TKGM (Tulu Kapi Gold Mines Share Company).

Nobody barked up their tree

Q: When you quote valuations per share, why do you not build in further dilution for future share issues?

KEFI publishes valuation-style information using industry conventional metrics based on actual share capital. Making assumptions about future share offerings would constitute Forward Looking Statements. This could be interpreted as policy, and could potentially be materially misleading. The Company on the other hand publishes its policy – which is to minimise dilution by optimising the structuring of equity-risk capital at the different levels of the corporate structure.KEFI also sponsors proper in-depth research, given the lack of such research from the broking community, which generally does not allocate the time or resources to that function unless they can justify it with commissions made on share issues. Such research usually builds in assumptions about future changes to capital structure.Recent in-depth research on KEFI is by Orior and Edison, both uploaded onto KEFI’s website.

Various queries received following placing RNS dated 21 May 2025

We have below summarised the main questions received last week, along with answers. If we have overlooked any, happy to add another Q&A.

Q: Why have KEFI shares performed so poorly, and only just beginning to show any promise?

A: As objective as the company can be in answering the question:

The mining sector generally has been out of favour for many years. KEFI hopes this is now changing given high gold prices. KEFI is among the small number of AIM junior miners that have endured over the past 15 years since the last gold boom (which peaked at a gold price of c. $1,900/oz). Since then, the majority AIM-listed mining and exploration companies have ceased to be listed. KEFI remains.Despite significant challenges in both jurisdictions, KEFI chose to continue advancing its projects. This included the necessity of negotiating significant regulatory reforms in both host countries. In Ethiopia, we had to safeguard the project from upheavals at all levels as the country introduced democratic reform, and unfortunately endured a civil war. In Saudi Arabia, permitting was effectively frozen for approximately 8 years. Conditions precedent for financing and launching had to be modified with changed circumstances in order to achieve “bankability”. Much of this was not foreseeable.As a result, a significant amount of time and resources were diverted to defensive and corrective measures rather than directly advancing project work. To sustain these efforts KEFI raised equity capital on multiple occasions. This was deemed to be unavoidable and a necessary action for survival under adverse conditions beyond KEFI's control. The alternative would have been to relinquish the projects; KEFI has not contemplated this. We have built a strong growth platform which provides potential value growth as the sector, our countries and our projects get moving.With the (then dilutive) raised funds, KEFI discovered or acquired gold-equivalent resources amounting to c. 5 million ounces, of which its beneficial interest is c.2 million ounces. All orebodies are yet to be closed off and a large pipeline of other opportunities is in place.Currently, the net present value (NPV) of the Tulu Kapi Gold Project attributable to KEFI, and based on US$3,000/oz gold is c. $900M or c. £700M. This does not include any valuation for KEFI’s 15% stake in Gold and Minerals Co. This indicates considerable potential valuation upside from the company’s current market capitalization of £53M (post the May 2025 capital raise) as KEFI continues to de-risk the Tulu Kapi Gold Project.There is further potential valuation upside from the Saudi assets. In November 2024, Orior Capital valued KEFI’s 15% stake in Gold and Minerals at US$50m to US$78m based on a comparison with recent M&A transactions in Africa. The report is available on KEFI’s website.

Q: When you quote valuations per share, why do yo

Not even a proactice report. very odd.

Not to forget, he got the main culprit locked up

Absolute nonsense. Rio Tinto with EMED would never have happened without Harry. The same applies to TK. I'm certain Harry will step back soon, as he doesn’t have the skills to run a mine.

View from Vox

With this fundraising complete, KEFI is now off to the races. Government wants the project built, the banks want it, and KEFI wants it too. With the gold price riding so high, the economics look compelling. It’s a sizeable sum KEFI has raised here, but the discount wasn’t too steep, and the market looks like it’s at last beginning to have a little faith.

They need projects like TK badly as gold smuggling by artisan mining is out of control

Who is holding the sp at bay with the constant selling on bloc as soon as the sp is moving north? Baffles me

Definetly. Nice to see more trades than talks for a change

£48,000 doesn't fit in an ISA. If you have watched this stock for the last 15 years as I have, you would have noticed that whenever the share price attempts to improve in the absence of news, someone dumps tens of millions in shares to suppress the price.