THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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.
17 June 2024
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 a conditional
equity capital fundraise with new and existing investors for
approximately £1.04 million (before expenses) by
way of a placing and subscription (together the "Equity Financing") in aggregate
of 18,906,786 new ordinary shares of 1 pence each
in the Company (the "New Ordinary
Shares") at a price of 5.5 pence per New Ordinary
Share (the "Issue
Price").
Allenby Capital Limited ("Allenby Capital"), VSA Capital Limited
("VSA") and Novum Securities Limited ("Novum") are acting as brokers in connection
with the Equity Financing (together, the "Brokers").
It is intended that the net 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.
Commenting on the
Equity Financing, Mark Bolton (Managing
Director) said:
"We are delighted to receive this support from
existing shareholders as well as welcoming new institutional
shareholders to the shareholder register. The Equity
Financing will support our business while we pursue international
arbitration against the Government of India, an unusual situation
where the Company seeks to realise the fair value of the Bhukia
project. The arbitration is financed by LCM Funding SG Pty
Ltd, an international leader in this field."
Details of the
Equity Financing
The Equity
Financing comprises a placing of 2,909,090
New Ordinary Shares (the "Placing Shares") and subscription
commitments of 15,997,696 New Ordinary Shares at the Issue Price.
The Equity Financing has been undertaken under the
Company's existing allotment and pre-emption disapplication
authorities and participation has not been made available to
members of the public. The New Ordinary Shares will rank
pari passu with the
existing Ordinary Shares.
The Company has agreed to pay the
Brokers a commission in connection with the Equity Financing.
In addition, the Company has agreed to issue
758,181 unlisted
certificated options to the Brokers, exercisable at a price of 5.5
pence on or before two years from the date of Admission (as defined
below) with each option entitling the holder to acquire one new
Ordinary Share.
The Equity Financing is not being underwritten
by Allenby Capital, VSA or Novum or any other person.
Admission and Total Voting Rights
Application will be made to London
Stock Exchange plc for the 18,906,786
new Ordinary Shares to be admitted to trading on
AIM ("Admission"). It is
currently anticipated that Admission will become effective and that
dealings in the New Ordinary Shares will commence on AIM at 8.00
a.m. on or around 28 June
2024.
Upon Admission of the
18,906,786 new Ordinary
Shares, the Company's issued
ordinary share capital will consist of 195,030,326 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 195,030,326. 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
Bhardwaj (Corporate
Finance)
Guy McDougall / Kelly Gardiner
(Sales & Corporate
Broking)
Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400
Colin
Rowbury
VSA
Capital (Joint Broker to the Equity
Financing)
+44 (0) 20 3005 5000
Andrew Monk/Peter Mattsson
(Corporate Broking)
Andrew Raca/Thomas Jackson
(Corporate Finance)
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
IMPORTANT NOTICES
Notice to Distributors
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities for
sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being
made in the United States.
UK Product
Governance Requirements
Solely for the purposes of the product
governance requirements contained within chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook
(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, each as defined in
chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and
(ii) eligible for distribution through all permitted
distribution channels (the "UK Target Market Assessment").
Notwithstanding the UK 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 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 UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Bookrunners will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of chapters 9A
or 10A respectively of the COBS; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares and determining
appropriate distribution channels.
EU Product
Governance Requirements
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended and as
this is applied in the United Kingdom ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the
European Parliament, as they form part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors who do
not need a guaranteed income or capital protection and investors
who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). The Ordinary Shares are
not appropriate for a target market of investors whose objectives
include no capital loss. Notwithstanding the Target Market
Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital projection, 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 Equity Financing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment,
Allenby Capital, VSA and Novum 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 MiFID II; 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 Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
Forward Looking
Statements
This announcement includes statements that are,
or may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this announcement and include
statements regarding the Directors' beliefs or current
expectations. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
Notice to overseas
persons
This announcement does not constitute, or form
part of, a prospectus relating to the Company, nor does it
constitute or contain any invitation or offer to any person, or any
public offer, to subscribe for, purchase or otherwise acquire any
shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or
be relied on in connection with any contract or as an inducement to
enter into any contract or commitment with the Company.
This announcement is not for release,
publication or distribution, in whole or in part, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in Australia, Canada,
Japan, the Republic of South Africa or any jurisdiction in
which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such
jurisdiction. Persons into whose possession this announcement
comes are required by the Company to inform themselves about, and
to observe, such restrictions.
General
Neither the content of the Company's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) or
any previous announcement made by the
Company is incorporated into, or forms part of, this
announcement.
This announcement has been issued by, and is
the sole responsibility of, the Company.
Allenby Capital, which is authorised and
regulated by the FCA in the United Kingdom, is acting as Nominated
Adviser and Joint Broker to the Company in connection with the
Equity Financing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections
afforded to clients of Allenby Capital or for providing advice to
any other person in connection with the Equity Financing or any
acquisition of shares in the Company. Allenby Capital has not
authorised the contents of, or any part of, this announcement, no
representation or warranty, express or implied, is made by Allenby
Capital in respect of such contents, and no liability whatsoever is
accepted by Allenby Capital for the accuracy of any information or
opinions contained in this announcement
or for the omission of any material information, save that
nothing shall limit the liability of Allenby Capital for its own
fraud. Allenby Capital's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person.
VSA, which is authorised and regulated by the
FCA in the United Kingdom, is acting as Joint Broker to the Company
in connection with the Equity Financing.
VSA will not be responsible to any person other than the Company
for providing the protections afforded to clients of VSA or for
providing advice to any other person in connection with the
Equity Financing or any acquisition of shares in
the Company. VSA is not making any representation or warranty,
express or implied, as to the contents of this announcement. VSA
has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by VSA for
the accuracy of any information, or opinions contained in this
announcement or for the omission of any material
information, save that nothing shall limit the
liability of VSA for its own fraud.
Novum, which is authorised and regulated by the
FCA in the United Kingdom, is acting as Joint Broker to the Company
in connection with the Equity Financing.
Novum will not be responsible to any person other than the Company
for providing the protections afforded to clients of Novum or for
providing advice to any other person in connection with the
Equity Financing or any acquisition of shares in
the Company. Novum is not making any representation or warranty,
express or implied, as to the contents of this announcement. Novum
has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Novum for
the accuracy of any information, or opinions contained in this
announcement or for the omission of any material
information, save that nothing shall limit the
liability of Novum for its own
fraud.
No statement in this announcement is intended
to be a profit forecast and no statement in this announcement
should be interpreted to mean that the earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
This announcement does not constitute a
recommendation concerning any investor's investment decision with
respect to the Equity Financing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis
and evaluation of the business and data described in this
announcement and publicly available information.
The new Ordinary Shares will not be
admitted to trading on any stock exchange other than the AIM market
of the London Stock Exchange.
The price and value of securities can go down
as well as up. Past performance is not a guide to future
performance.