Last checked at 3 Oct 2022 13:27
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
3 October 2022
Panthera Resources Plc
("Panthera" or "the Company")
Equity Financing
Panthera Resources plc (AIM: PAT), the gold exploration and development company with assets in India and West Africa, is pleased to announce that it has arranged an equity capital fundraise with existing and institutional investors for £0.5 million (before expenses) by way of a placing and subscription (together the "Equity Financing") of a total of 10,000,000 ordinary shares of 1 pence each in the Company (the "New Ordinary Shares") at a price of 5 pence per share (the "Placing Price"). Allenby Capital Limited ("Allenby Capital") are acting as broker in connection with the Fundraising (the "Broker").
Details of the Equity Financing
The Equity Financing comprises a placing of 3,500,000 New Ordinary Shares and a subscription of 6,500,000 New Ordinary Shares. The Equity Financing has been conducted as a private placement and subscription under the Company's existing allotment and pre-emption disapplication authorities and participation has not been made available to members of the public. The Equity Financing is conditional, inter alia, on admission of the New Ordinary Shares to trading on AIM ("Admission") becoming effective.
In addition, subscribers will also receive one option for every two Ordinary Shares subscribed for, exercisable at a price of 6.68 pence on or before 10 December 2025 (the 'Option'), with each Option entitling the holder to acquire one new Ordinary Share upon exercise of the Option. In aggregate 5,000,000 Options will be issued as part of the Equity Financing.
It is intended that the proceeds of the Equity Financing will be used towards meeting the Company's working capital commitments.
The Company has entered into Equity Financing agreements with the Allenby Capital (the "Fundraising Agreements") under which they have agreed to use their reasonable endeavours to procure subscribers for the New Ordinary Shares at the Placing Price. The Equity Financing has not been underwritten.
Admission and total voting rights
Application will be made in due course to the London Stock Exchange plc ("LSE") for the 10,000,000 New Ordinary Shares to be admitted to trading on AIM, which is expected to occur on or around 12 October 2022.
Upon Admission of the 10,000,000 New Ordinary Shares, the Company's issued ordinary share capital will consist of 130,437,401 ordinary Shares with one voting right each. The Company does not hold any ordinary Shares in treasury. Therefore, the total number of ordinary Shares and voting rights in the Company will be 130,437,401. With effect from Admission, 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 to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Director and Senior Management Disclosure
Mark Graham Bolton, Managing Director of the Company, and Mark Cranny, non-board Chief Financial Officer of the Company, have also agreed to participate in the Equity Financing. Details of the shares purchased by Mark Bolton and Mark Cranny are as follows:
Director | Position | New Ordinary Shares being subscribed | Shareholding following Admission |
Mark Bolton | Managing Director | 500,000 | 850,000 |
Mark Cranny | Chief Financial Officer | 200,000 | 350,000 |
Contacts
Panthera Resources PLC
Mark Bolton (Managing Director) +61 411 220 942
contact@pantheraresources.com
Allenby Capital Limited (Nominated Adviser & Joint Broker) +44 (0) 20 3328 5656
John Depasquale / Vivek Bhardwaj (Corporate Finance)
Kelly Gardiner / Stefano Aquilino (Sales & Corporate Broking)
Novum Securities Limited (Joint Broker) +44 (0) 20 7399 9400
Colin Rowbury
Financial Public Relations
Vigo Consulting Ltd +44 (0)20 7390 0230
Oliver Clark
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Qualified Person
The technical information contained in this disclosure has been read and approved by Ian S Cooper (BSc, ARSM, FAusIMM, FGS), who is a qualified geologist and acts as the Qualified Person under the AIM Rules - Note for Mining and Oil & Gas Companies. Mr Cooper is a geological consultant to Panthera Resources PLC.
Forward-looking Statements
This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes, and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events, or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.
Notice to Distributors
Solely for the purposes of the product governance requirement contained in Chapter 3 of the FCA Product Intervention and Product Governance Sourcebook (together, the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Handbook Conduct of Business Sourcebook, and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
**ENDS**
Annexure
1. | Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| |
a) | Name:
| Mark Bolton |
b) | Position/Status: | Executive Director
|
c) | Initial notification/ Amendment:
| Initial notification
|
2 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted:
| |
a) | Description of the financial instrument, type of instrument:
Identification code:
| [a] Ordinary shares of £0.01 each [b] Unlisted Options exercisable at £0.0668 on or before 10 December 2025
[a] 2138001B98EG6736XN82 [b] Not applicable
|
b) | Nature of the transaction: | Shares and options issued for subscription in equity capital raising.
|
c) | Price(s) and Volume(s):
| [a] 500,000 shares at £0.05 [b] 250,000 options at nil cost |
d) | Aggregated Information: - Aggregated Volume
| [a] Additional shares in this report: 500,000 [b] Additional options in this report: 250,000
[a] Updated current shares held: 850,000 [b] Updated current options held: 250,000
|
e) | Date of the transaction:
| 03 October 2022 |
f) | Place of the transaction: | London Stock Exchange |
1. | Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| |
a) | Name:
| Mark Cranny |
b) | Position/Status: | Chief Financial Officer - non board (senior management)
|
c) | Initial notification/ Amendment:
| Initial notification
|
2 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted:
| |
a) | Description of the financial instrument, type of instrument:
Identification code:
| [a] Ordinary shares of £0.01 each [b] Unlisted Options exercisable at £0.0668 on or before 10 December 2025
[a] 2138001B98EG6736XN82 [b] Not applicable
|
b) | Nature of the transaction: | Shares and options issued for subscription in equity capital raising.
|
c) | Price(s) and Volume(s):
| [a] 200,000 shares at £0.05 [b] 100,000 options at nil cost |
d) | Aggregated Information: - Aggregated Volume
| [a] Additional shares in this report: 200,000 [b] Additional options in this report: 100,000
[a] Updated current shares held: 350,000
|
e) | Date of the transaction:
| 03 October 2022 |
f) | Place of the transaction: | London Stock Exchange |