Kazera Global PLC
27 August 2019
Kazera Global plc
Proposed Share Reorganisation
Appointment of Joint Broker
Kazera Global plc ("Kazera Global", "Kazera" or the "Company"), the AIM quoted investment company which, through its stake in African Tantalum (Pty) Limited ("Aftan"), has an interest in the Namibia Tantalite Investment Mine ("NTI" or the "Mine") in Namibia is pleased to announce that it has conditionally raised a total of £400,000 (before expenses) via a proposed placing by Peterhouse Capital Limited ("Peterhouse") of a total of 66,666,667 new ordinary shares in the Company (the "Placing Shares") at a price of 0.6 pence per Placing Share (the "Placing Price) (the "Placing") and a further 3,000,000 new ordinary shares issued in lieu of fees to Peterhouse at the Placing Price (the "Fee Shares") (together the "Placing Shares" and the "Fee Shares" are the "New Ordinary Shares") (together the "Fundraise").
The Fundraise is subject to, inter alia, the approval of shareholders at a general meeting of the Company, further details of which will be published and sent to shareholders in due course.
● The Company has conditionally raised £400,000 (before expenses) through the issue of the 66,666,667 Placing Shares
● The Fundraise is subject to, inter alia, shareholder approval at a general meeting of the Company scheduled to be held on or around 20 September 2019 (the "General Meeting"). If approved, the New Ordinary Shares are expected to be admitted to trading on AIM on or around 23 September 2019
● The Placing Price represents a discount of approximately 17% to the closing mid-market price of 0.72 pence per Ordinary Share on 23 August 2019
● The net proceeds of the Placing will be used:
o To complete further drilling over the Purple Haze, White City and Signaalberg acreage with the ultimate aim of reporting a more comprehensive JORC Compliant Mineral Resource which will provide the platform required to engage in discussions with potential interested parties for the next stage of project funding required and;
· for general working capital
● The Placing Shares will represent approximately 18.7% of the issued share capital of the Company as enlarged by the Fundraise
Further to recent announcements, the Board of Kazera has continued to focus on the phased exploration drilling programme to delineate further Mineral Resources across the NTI property. As a result, this will require the Company to raise additional equity.
To address this, Kazera announces that the Company's newly appointed joint broker, Peterhouse Capital Limited, has today conditionally raised gross proceeds of £400,000 via the placing of 66,666,667 Placing Shares with new and existing investors, at a price of 0.6 pence per Placing Share (the "Placing Price"). The Placing is conditional, inter alia, on the approval of the resolutions effecting a proposed subdivision by the Company's shareholders at a General Meeting.
Once issued, the New Ordinary Shares will rank pari passu with the Company's existing ordinary shares. Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission") and a further announcement will be made in due course to confirm the date on which this is expected to become effective.
The proceeds of the Placing will be used to provide additional working capital for the Company and in particular, to complete Phase 1 drilling and begin the Phase 2 exploration step-out drilling which we expect to identify further Mineral Resources, and to allow the Board the ability to evaluate additional acquisition and investment opportunities to enhance the long-term value of the Company for shareholders.
The Board is acutely aware that the Placing is dilutive for the existing shareholders and has considered whether any pre-emptive offering might be possible. On this occasion the Fundraise has been conducted with the intention of minimising the associated costs, both direct and in terms of limited management time, and therefore the Board has reluctantly concluded that it was neither practicable nor cost effective to make an offer for subscription to the shareholders at this time.
Proposed Subdivision of ordinary shares and General Meeting
The Placing Price is less than the current nominal value of 1 pence per share of the Company's existing ordinary shares. The UK Companies Act 2006 (as amended) prohibits the Company from issuing ordinary shares at a price below the nominal value. Accordingly, it will be necessary for the Company to carry out a subdivision of the existing ordinary shares whereby each existing ordinary share will be subdivided into one new ordinary share of 0.1 pence (the "New Ordinary Shares") and one deferred share of 0.9 pence (the "Subdivision") to enable the Placing to become unconditional. The New Ordinary Shares will continue to carry the same rights as attached to the existing ordinary shares, save for the reduction in nominal value.
The Company will shortly be posting details of a General Meeting to its shareholders at which shareholders will be asked to approve the Subdivision. The Placing is conditional on the approval of the resolutions effecting the Subdivision by the Company's shareholders at the General Meeting.
Appointment of Joint Broker
The Board further announces the appointment of Peterhouse Capital Limited as joint broker to the Company with immediate effect. In addition, as part of the commission arrangements for acting as joint broker to the Placing, Peterhouse Capital Limited will be issued with 3,333,333 broker warrants, exercisable at the Placing Price for a period of 36 months from the date of Admission.
Settlement and dealings
Application will be made for the New Ordinary Shares to be admitted to trading on AIM in due course. Dealings in the New Ordinary Shares on AIM are expected to commence at 8:00am on or around 23 September 2019 and the Company will make a further announcement in due course.
Kazera Global plc (c/o Camarco)
Tel: +44 (0)203 757 4980
Larry Johnson (CEO)
finnCap (Nominated Adviser and Joint broker)
Scott Mathieson / Anthony Adams (corporate finance)
Tel: +44 (0)207 220 0500
Shore Capital (Joint broker)
Jerry Keen (corporate broking)
Peterhouse Corporate Finance Limited
Duncan Vasey / Lucy Williams
Tel: +44 (0)207 408 4090
Tel:+44 (0) 207 220 9797
Gordon Poole / James Crothers / Monique Perks
Tel: +44 (0)203 781 8331
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Quick facts: Kazera Global PLC
Market Cap: £1.59 m
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