Last checked at 19 Oct 2022 15:55
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Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except solely on the basis of the information contained in the prospectus referred to in this announcement (together with any supplementary prospectus, if relevant, the "Prospectus"). A copy of the Prospectus, when published, will be made available for inspection on the Company's website at https://cobraplc.com/investors/ and will be submitted to the National Storage Mechanism maintained by the FCA and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
19 October 2022
Cobra Resources plc ("Cobra" or the "Company")
Proposed Placing
Conditional Placing to fast-track rare earth and gold resource growth through further drilling
Cobra, a gold, rare earth and IOCG exploration company focused on the Wudinna Project in South Australia, announces a conditional placing (the "Placing") of 86,666,668 ordinary shares of nominal value one pence each in the capital of the Company (the "Placing Shares") at a price of 1.5 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £1,300,000.
The Placing Shares will be issued with warrants attached on the basis of one warrant for every two Placing Shares, with each placing warrant entitling the holder to acquire one new Ordinary Share at an exercise price of 3.0 pence.
Cobra has engaged Shard Capital Limited ("Shard Capital") to act on behalf of the Company in a joint broker capacity. The Placing was arranged by SI Capital Limited ("SI Capital"), Shard Capital, Peterhouse Capital Limited ("Peterhouse Capital"), and Taylor Collison Limited ("Taylor Collison"), each in its respective capacity as a joint broker to the Company.
The Placing is conditional, inter alia, on the publication of the Prospectus. It is anticipated that the Prospectus will be published shortly and a further announcement concerning Prospectus publication, closing of the Placing, and the date for admission of the Placing Shares to trading on the standard segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"), will be made in due course.
Directors' participation in the Placing
All of the Directors have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by each of these Directors pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:
Director | Number of Existing Ordinary Shares | Number of New Ordinary Shares subscribed for in the Placing | Number of Ordinary Shares heldon Admission | Percentage of enlarged share capital on Admission |
David Clarke | 41,445,376 | 3,333,333 | 45,636,165 | 8.90% |
Greg Hancock | - | 400,000 | 400,000 | 0.08% |
Rupert Verco | - | 333,332 | 333,332 | 0.07% |
Dan Maling | 675,000 | 400,000 | 1,075,000 | 0.21% |
Substantial Shareholders' participation in the Placing
The substantial shareholders noted below (together the "Substantial Shareholders"), have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by the Substantial Shareholders pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:
Substantial Shareholder | Number of Existing Ordinary Shares | Number of New Ordinary Shares subscribed for in the Placing | Number of Ordinary Shares heldon Admission | Percentage of enlargedshare capital on Admission* |
Penn Nominees Pty Ltd (Melbourne) | 41,445,376 | 3,333,334 | 47,810,082 | 9.32% |
Craig P Ball and Suzanne K Ball | 41,445,376 | 3,333,333 | 45,636,166 | 8.90% |
Cobra is a company incorporated in England and Wales with company number 11170056. The Ordinary Shares are registered with ISIN GB00BGJW5255, SEDOL code BGJW525 and TIDM COBR.
Greg Hancock, Chairman of Cobra, commented:
"Since Cobra's re-listing in 2019, the Company has made notable exploration progress. During the first half of this year, Cobra defined significant gold mineralisation outside the Company's existing mineral resource and a province scale clay hosted rare earth opportunity, whilst expanding its land holding in the world-class Gawler Craton.
The Company, with the help of this fundraising, remains focused on capitalising on the exceptional opportunity to develop a unique multi-mineral resource in a tier-1 mining jurisdiction, with rare earth metals considered key to global decarbonisation, and gold widely recognised as a valuable and stable commodity.
Funds being raised through this Placing will enable us to fast track our rare earth resource growth and continue to advance our existing gold mineral resource through strategic exploration work, which should generate significant shareholder value. This is an exciting time for Cobra and its shareholders."
Use of funds
The net Placing proceeds (the "Proceeds") are estimated to be approximately £1,180,000. It is anticipated that at least £1,010,000 of the Proceeds will be committed to additional exploration activities in relation to the rare earth opportunities at the Wudinna Project. In particular, the Proceeds will be applied to:
Extensive Rare Earth Elements ("REE") Expansion Drilling: Cobra's forward-looking approach to resource development is aimed at systematically advancing both REE and gold resource growth. The Company plans to execute an extensive 10,000m aircore programme aimed at doubling the footprint of known REE mineralisation at Clarke and Thompson, infill to improve resource confidence, and advance priority target areas such as Bradman, Lilliee and Anderson that have gold in calcrete signatures and are identified as being prospective for ionic clay hosted REE mineralisation.
RC Resource Definition Drilling: 5,000m of follow-up drilling is planned, aimed at expanding gold and REE resources at Clarke with follow-up drilling targeting depth, and further along strike extensions to gold mineralisation. Additionally, near resource drilling will be completed at Barns to test northwestern gold in calcrete anomalies. Cobra will also test supportive indications for additional gold mineralisation from aircore drilling and provide quantitative samples for further metallurgical rare earth recovery testing.
Mineral Speciation and Recovery Testwork: the framework for a comprehensive multi-stage optimisation study is being developed to improve the extractability of high-value REEs at Thompson, Clarke, and Baggy Green prospects among others.
Re-negotiation of Native Title Agreement: the current working native title agreement with the Barngarla People lies with Peninsula Resources Limited. A new agreement enabling the Company to continue exploration within Barngarla's traditional land is expected to be negotiated.
Pipeline Target Advancement: advancing a number of gold, REE and IOCG targets through refined geophysics. Cobra has successfully implemented Loupe TEM to advance REE prospectivity, and a ground gravity survey of IOCG targets 4 and 5 is planned, as well as electromagnetics surveys to advance camp scale prospects east of the Clarke prospect. Funds will also be applied to advance the 100% owned Wudinna tenements to maiden drill testing.
The balance of the proceeds of the Placing will be used by the Company for general working capital purposes.
For further information please contact:
Cobra Resources plc Rupert Verco (Australia) Dan Maling (UK)
| via Vigo Consulting +44 (0)20 7390 0234 |
SI Capital Limited (Joint Broker) Nick Emerson Sam Lomanto
| +44 (0)1483 413 500 |
Shard Capital Limited (Joint Broker) Erik Woolgar Damon Heath
| +44 (0)20 7186 9952 |
Peterhouse Capital Limited (Joint Broker) Duncan Vasey Lucy Williams
| +44 (0)20 7469 0932 |
Vigo Consulting (Financial Public Relations) Ben Simons Charlie Neish Kendall Hill | +44 (0)20 7390 0234 |
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to Cobra.
For the purposes of UK MAR, the person who arranged for the release of this announcement was Rupert Verco, Managing Director of the Company.
About Cobra:
Cobra is defining a unique multi-mineral resource at the Wudinna Project in South Australia's Gawler Craton, a tier one mining and exploration jurisdiction which hosts several world-class mines. Cobra's Wudinna tenements, totalling 3,261 km2, contain extensive orogenic gold mineralisation and are characterised by potentially open-pitable, high-grade gold intersections, with ready access to infrastructure. Cobra has 22 orogenic gold targets outside of a current 211,000 Oz JORC Mineral Resource Estimate. In 2021, Cobra discovered rare earth mineralisation proximal to and above gold mineralisation. The grades, style of mineralogy and intersect widths are highly desirable while the mineralisation has been demonstrated to be regionally scalable. The Company is also advancing a pipeline of IOCG targets.
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Important Legal Information
SI Capital, Shard Capital and Peterhouse, which are each authorised and regulated in the UK by the FCA, and Taylor Collison, which holds an Australian Financial Services Licence in Australia, are acting solely and exclusively for the Company and no one else in connection with the Placing or Admission and will not regard any other person(s) as a client in relation to the Placing or Admission.
None of the Joint Brokers will be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or Admission or any transaction, matter, or arrangement referred to in this announcement.
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities referred to in this announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States or in any other jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Cobra. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.
The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.
Persons considering making investments should consult an authorised person specialising in advising on such investments.
Each of Cobra and its respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described in this announcement or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.
Neither the contents of Cobra's website nor or any websites accessible by hyperlinks on Cobra's website are incorporated by reference into, and do not form part of, this announcement.