TIDMPAT
RNS Number : 8829V
Panthera Resources PLC
06 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
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.
6 December 2023
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 new and existing investors for approximately
GBP785,000 (before expenses) by way of a placing and subscription
(the "Placing" and the "Subscription" respectively) (together the
"Equity Financing") of a total of 15,700,000 ordinary shares of 1
pence each in the Company (the "Ordinary Shares") at a price of 5
pence per new Ordinary Share (the "Placing Price"). Novum
Securities Limited ( " Novum " ) are acting as broker in connection
with the Placing.
It is intended that the proceeds of the Equity Financing will be
used towards the Company's activities in India and West Africa and
meeting the Company's working capital commitments.
Details of the Equity Financing
The Equity Financing comprises a Placing of 5,200,000 new
Ordinary Shares (the "Placing Shares") and a Subscription of
10,500,000 new Ordinary Shares (the "Subscription Shares") at the
Placing Price. 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 Placing
Shares and the Subscription Shares will rank pari passu with the
existing Ordinary Shares in the Company.
The Company has received binding subscription commitments of
7,500,000 shares and indicative subscription commitments of
3,000,000 from subscribers to the equity capital raising to
subscribe for new Ordinary Shares at the Placing Price
respectively.
Novum has each entered a placing agreement ('Placing Agreement')
with the Company under which they have, on the terms and subject to
the conditions set out therein (including Admission, as defined
below), undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing Agreement contains certain warranties and indemnities from
the Company in favour of Novum. In addition, the Company has agreed
to pay Allenby Capital Limited ("Allenby Capital") a fundraise
commission in connection with certain investors introduced by
Allenby Capital to the Subscription.
The Subscription is subject to terms and conditions agreed
between the Company and each of the subscribers for the
Subscription Shares and is conditional, inter alia, on Admission
(as defined below). The Subscription is conditional, inter alia,
upon the completion of the Placing. Neither the Placing nor the
Subscription are being underwritten by Allenby Capital, Novum or
any other person.
In addition, pursuant to the Placing Agreement with Novum and as
a result of certain funds separately introduced by Allenby Capital
to the Subscription, the Company has agreed to issue 312,000
options and 180,000 options to Novum and Allenby Capital
respectively, exercisable at a price of 5 pence on or before two
years from the date of Admission (as defined below) (together the
"Option") with each Option entitling the holder to acquire one new
Ordinary Share upon exercise of the Option.
Shares in Lieu
The Company has agreed to issue 780,000 new Ordinary Shares at 5
pence per new Ordinary Share to certain advisors to settle fees,
including Novum in relation to their ongoing appointment as joint
broker (together the "Fee Shares").
Admission and total voting rights
Application will be made to London Stock Exchange plc for the
Placing Shares, the Subscription Shares and the Fee Shares to be
admitted to trading on AIM ("Admission"). It is currently
anticipated that Admission will become effective and that dealings
in the Placing Shares, the Subscription Shares and the Fee Shares
will commence on AIM at 8.00 a.m. on or around 14 December
2023.
Upon Admission of the 16,480,000 new Ordinary Shares , the
Company's issued ordinary share capital will consist of 170,989,083
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
170,989,083 . 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.
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 B hardwaj (Corporate Finance)
Guy McDougall / Kelly Gardiner (Sales & Corporate
Broking)
Novum Securities Limited (Joint Broker) +44 (0) 20 7399 9400
Colin Rowbury
Financial Public Relations
Zak Mir +44 (0) 786 752 7659
Subscribe for Regular Updates
Follow the Company on Twitter at: @PantheraPLC
For more information and to subscribe to updates visit:
pantheraresources.com
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**
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END
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December 06, 2023 05:22 ET (10:22 GMT)
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