REG - Panthera Resources - Equity Financing

Panthera ResourcesAnnouncement

17/06/2024 07:00

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RNS Number : 6604S  Panthera Resources PLC  17 June 2024

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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
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PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
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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
(https://twitter.com/PantheraPlc)

 

For more information and to subscribe to updates visit: pantheraresources.com
(https://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.

 

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