Reabold Resources Regulatory News (RBD)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reabold Resources plc ("Reabold" or the "Company")

Placing to raise £3.96 million

Notice of General Meeting

Update on Strategy

Total voting rights

Reabold, the AIM listed investment company operating in the natural resources sector, is pleased to announce a placing of 792,000,000 new ordinary shares of 0.1 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 0.5 pence per Placing Share (the "Placing Price"). The placing will raise, in aggregate, £3.96 million (before expenses) (the "Placing").

The Company is very pleased with the demand of investors to participate in the Placing, which significantly exceeds the Directors' existing authorities to allot shares on a non-pre-emptive basis. To enable the Company to undertake a further placing of up to £1.5 million to meet this additional demand from investors, a general meeting ("GM") of the Company is to be held to obtain shareholder approval to renew the Directors' authorities to allot shares for cash on a non-pre-emptive basis. The notice of GM ("the Notice") will be sent to shareholders once finalised and will be available to download from the Company's website at www.reabold.com. A further announcement will be when the Notice is published.

The investing policy of the Company remains to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector, and consideration is currently given to investment opportunities anywhere in the world. However it is the Board's intention, under that policy, to concentrate on investments in European oil and gas projects.

The net proceeds of the Placing will be used to make investments under this more focused strategy, in support of which the Company is proposing to appoint Sachin Oza and Stephen Williams, currently consultants to the Company, as Executive Directors in due course and subject to regulatory requirements. Sachin and Stephen ("the Proposed Directors") have, respectively, 15 years' and 14 years' experience in the energy sector and both have worked as investment analysts with M&G Investments. The Proposed Directors have identified and intend to invest in a number of projects that are in line with the proposed strategy set out above.

Commenting on the Placing, Jeremy Edelman, Executive Chairman of Reabold said:

"I am excited to announce the placing, and our strategic update. We look forward to being able to welcome Sachin and Stephen to the Board of Reabold in due course where they will bring very considerable technical expertise and experience of evaluating assets in our sector. 

We see great merit in a strategy of focusing on European oil and gas projects that are substantially de-risked from a technical perspective and yet still have the potential to deliver attractive returns at current commodity prices and are excited about the projects that have already been identified."

Market Abuse Regulation

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market Soundings, as defined in MAR, were taken in respect of the proposed Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to the Company and its securities.

Enquiries:

Background to and reasons for the Placing

The Board of Reabold announced on 17 July 2017 that it did not believe that its investment in the San Jose Lithium-Tin Project in Spain represented a long term asset for Reabold and that it had delivered a Notice of Exercise of Put Option, which would result in a transfer of A$500,000 to Reabold. Following receipt of these funds, Reabold remained as an investment company with cash resources of approximately £600,000, and with an investment of 5 million shares in Mogul Ventures Corp. ("Mogul"), a private company focused on natural resources in Mongolia and held in the Company's balance sheet at £200,000. Since July, the Directors of Reabold have been evaluating a number of additional investment opportunities.

In this capacity, Sachin Oza and Stephen Williams were appointed as consultants to the Company and, given their experience, will focus on investments in oil and gas projects. Those projects are likely to be in the form of minority non-operating investments and interests in on-shore or near-shore assets with low-cost drilling opportunities that can provide medium term production and hence cashflow in the British Isles and mainland Europe. 

Details of the Placing

Whitman Howard is acting as broker and Turner Pope as placing agent in connection with the Placing. The Placing Shares, when issued, will represent approximately 66.8 per cent. of the Company's enlarged issued share capital following completion of the Placing. The Placing Price of 0.5 pence per share represents a discount of approximately 23 per cent. to the closing mid-market price of 0.65pence per Ordinary Share on 19 September 2017, being the latest practicable date prior to the publication of this Announcement.

In settlement of broker fees for work on the Placing, the Company will also be issuing 2,000,000 new ordinary shares to Turner Pope on the same terms as the Placing (the "Broker Shares").

The Placing Shares, together with the Broker Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Placing Shares to be issued pursuant to the Placing, together with the Broker Shares, will be issued on a non-pre-emptive basis, utilising the existing shareholder authorities obtained at the Company's last annual general meeting. Application has been made for the Placing Shares and the Broker Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission"), and Admission is expected to take place on or around 25 September 2017.

Settlement for the Placing Shares, the Broker Shares and Admission is expected to take place on or before 8.00 a.m. on 25 September 2017. The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Following completion of the Placing, Whitman Howard and Turner Pope Investments will be appointed as Joint Brokers to the Company.

Total Voting Rights

Following completion of the Placing and the issue of the Broker Shares, the number of shares in issue will be 1,188,415,896