Riverfort Regulatory News (RGO)

26 June 2018

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH 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. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION IN RELATION TO THE COMPANY AND ITS SECURITIES

Paternoster Resources plc

("Paternoster" or the "Company")

Equity placing

At the General Meeting of the Company on 8 June 2018, shareholders approved the necessary authorities to raise additional funds, should demand from investors arise, to invest in opportunities that may become available to the Company, given its arrangement with RiverFort Global Capital Limited ("RiverFort"), the specialist arranger of funding solutions, primarily to the natural resources sector. Furthermore, it was anticipated that if any such new funds were raised this would be done at or around the prevailing market share price and that an appropriate opportunity would also be made available to existing shareholders to enable them to subscribe for new shares in the Company on similar terms.

Paternoster is therefore very pleased to announce that the Company has now placed (subject to admission to trading on AIM) 4,500,000,000 new ordinary shares of 0.1 pence each (the "Placing Shares") at a price of 0.1 pence per share with institutional and other investors to raise gross proceeds of £4,500,000 (the"Placing"). The fundraising was oversubscribed and allocations were therefore scaled back.

Going forward, the Company will now be working closely with RiverFort, to invest the funds raised in attractive opportunities in the natural resources sector.

As part of the Placing, up to £180,000 has been allocated to the Teathers App, which is owned by Teathers Financial plc. This app will enable qualified retail investors, in particular, qualifying existing Paternoster shareholders to participate in the Placing on the same terms as other investors directly involved in the Placing. In the event that there is an oversubscription through the Teathers App, preference will be given to applications from existing shareholders in Paternoster.

The Teathers App is a mobile application designed to give qualified private investors access to placements and initial public offerings ("IPOs"), predominantly on the London Stock Exchange AIM market. To become an onboarded user of the Teathers App, visit the App Store or Google Play, download the App for free and complete the account application process. Only onboarded users of the Teathers App may participate in deals offered through it. Shard Capital Partners LLP ("Shard Capital") is the broker supporting the Teathers App and provides the necessary regulatory environment, including compliance oversight and client identification. Shard Capital is regulated by the FCA.

 Nicholas Lee, Chairman said:

"I am delighted that our strategy to work with RiverFort has been so well supported by both new and existing investors and we look forward to working closely with RiverFort going forward to deploy the funds raised. This is a very significant development for Paternoster and provides a very clear strategy for the Company for the future." 

Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 4 July 2018. The Placing Shares will rank pari passu with the existing ordinary shares of 0.1 pence par value each ("Ordinary Shares").

Following the issue of the Placing Shares, the Company will have 6,289,335,226 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The above figure of 6,289,335,226 Ordinary Shares 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 share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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