TIDMCOBR
RNS Number : 4647T
Cobra Resources PLC
15 November 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
15 November 2023
Cobra Resources plc
("Cobra" or the "Company")
Result of Accelerated Bookbuild
Fully subscribed at 11% premium to share price
Strong support from directors, management, and original project
vendors
Net proceeds to facilitate acquisition of remaining 25% of
Wudinna Project and advancement of Boland ionic rare earth
discovery
Cobra , an exploration company focused on the Wudinna Gold and
Rare Earth Project in South Australia, announces that, following
yesterday's announcement of the launch of the Placing via the
Bookbuild, the Company will raise the maximum amount of GBP991,300,
before expenses, through the issue of 99,130,000 new ordinary
shares of 1 pence each in the capital of the Company (the "Placing
Shares") (being the Company's maximum available headroom under its
existing authorities to issue and allot shares).
The issue price of 1 pence per Placing Share represents a
premium of 11% to the mid-market closing price of the Company's
shares on 14 November 2023. Each Placing Share will be issued with
a warrant attached, with an exercise price of 2 pence (the
"Warrants"). Any exercise of the Warrants will be subject to the
approval of shareholders at a General Meeting. Further details of
the General Meeting will be set out in a circular to be published
in due course (further information below).
The net proceeds from the Placing will be used to satisfy the
Cash Consideration for the acquisition of the remaining 25% of the
Wudinna Gold and Rare Earth Project from Andromeda Metals as
announced on 14 November 2023, as well as for the execution of the
Company's planned work programme to advance the Boland ionic rare
earth discovery.
The Placing was substantially supported by the original vendors
to Cobra of the Wudinna Gold and Rare Earth Project in 2019 (the
"Former Lady Alice Unitholders"), including David Clarke, a
Non-Executive Director of the Company, who will in aggregate
subscribe, in cash, for approximately 60% of the Placing. The
Former Lady Alice Unitholders will initially be issued in aggregate
38,600,000 shares, followed by a second issue of 22,000,000 shares
(the "Second Issue") concurrent with the issue of the Consideration
Shares to Andromeda Metals to ensure their aggregate holdings in
the Company do not exceed 29.99% of the issued share capital. In
addition, all Warrants issued to the Former Lady Alice Unitholders
will contain a restriction on any exercise in the event that the
aggregate percentage interests of the Lady Alice Unitholders would
exceed 29.99% of the issued share capital.
Additionally, Rupert Verco, Chief Executive Officer and a
Director of the Company, Daniel Maling, Non-Executive Director of
the Company, and Robert Blythman, Cobra's Exploration Manager,
participated in the Placing. Further disclosures regarding Director
participation are set out in the appendix below.
Admission of Placing Shares
The Company has made applications to the FCA and the London
Stock Exchange in connection with the admission of 77,130,000
shares (comprising the Placing Shares less the Second Issue
shares), which is expected to occur at 8.00 a.m. on 21 November
2023 ("Admission"). Application for shares to be issued pursuant to
the Second Issue will be made in due course concurrent with the
issue of the Consideration Shares to Andromeda Metals. The Company
hereby notifies the market, in accordance with the FCA's Disclosure
Guidance and Transparency Rule 5.6.1, that, on Admission, the
Company's issued share capital will consist of 592,379,550 ordinary
shares, each with one vote. The Company does not hold any ordinary
shares in treasury. On Admission, the total number of voting rights
in the Company will be 592,379,550 and this figure may be used by
shareholders 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.
Posting of Circular
The issue of the Consideration Shares to Andromeda Metals, as
well as the authority to issue the shares into which the Warrants
may covert, are conditional, inter alia, on the passing by the
Company's shareholders of certain resolutions at a General Meeting
to be convened. The circular containing the Notice of General
Meeting (the "Circular") will be posted to shareholders later this
week. A further announcement containing the details of the General
Meeting will be made upon publication of the Circular.
Rupert Verco, CEO of Cobra, commented :
"I'd like to thank the investors in the Placing which include
several distinguished mining sector individuals - both associated
and unassociated with the Company. This will enable Cobra to
proceed as 100% owner of the project and dominant holder of
palaeo-channel ground in the region. The ionic rare earths
discovery made by Cobra in this geological setting is globally
significant and as yet vastly underappreciated. We intend to change
that and will waste no time in advancing our commercial strategy in
the months ahead."
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as those defined in the
Company's announcement dated 14 November 2023.
Enquiries:
Cobra Resources plc via Vigo Consulting
Rupert Verco (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
SI Capital Limited (Joint Broker)
Nick Emerson
Sam Lomanto
+44 (0)1483 413 500
Shard Capital Partners LLP (Joint
Broker)
Erik Woolgar
Damon Heath +44 (0)20 7186 9952
Vigo Consulting (Financial Public
Relations)
Ben Simons
Kendall Hill +44 (0)20 7390 0234
The person who arranged for the release of this announcement was
Rupert Verco, Managing Director of the Company.
About Cobra
Cobra is defining a unique multi-mineral resource at the Wudinna
Gold and Rare Earth Project in South Australia's Gawler Craton, a
tier one mining and exploration jurisdiction which hosts several
world-class mines. Cobra's Wudinna tenements totalling 1,832 km(2)
, and other nearby tenement rights totalling 1,429 km(2) , contain
highly desirable and ionic rare earth mineralisation, amenable to
low-cost, low impact in situ recovery mining, and critical to
global decarbonisation.
Cobra's Wudinna tenements also contain extensive orogenic gold
mineralisation and are characterised by potentially open-pitable,
high-grade gold intersections, with ready access to infrastructure.
Cobra has 22 orogenic gold targets outside of the current 279,000
Oz gold JORC Mineral Resource Estimate, and several iron oxide
copper gold (IOCG) targets.
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/cobraresourcesplc
Twitter: https://twitter.com/Cobra_Resources
Subscribe to our news alert service:
https://cobraplc.com/news/
APPIX
Market Abuse Regulation (MAR) Disclosure
The information set out below is provided in accordance with the
requirements of Article 19(3) of the Market Abuse Regulations (EU)
No. 596/2014 which forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR').
Notification and Public Disclosure of Transactions by Persons
Discharging Managerial Responsibilities and Persons Closely
Associated with Them.
Details of the person discharging managerial responsibilities
1
a) Name David Clarke
================================ ==============================
Reason for the notification
2
================================================================
a) Position/status Non-Executive Director
================================ ==============================
b) Initial notification Initial notification
/Amendment
================================ ==============================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
================================================================
a) Name Cobra Resources PLC
================================ ==============================
b) LEI 213800XTW5PLLK72TQ57
================================ ==============================
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
================================================================
a) Description of the Ordinary Shares
financial instrument,
type of instrument GB00BGJW5255
Identification code
================================ ==============================
b) Nature of the transaction Share purchase
================================ ==============================
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 12,866,666
===========
================================ ==============================
d) Aggregated information
Price(s) Volume(s)
* Aggregated volume 1.0p 12,866,666
===========
* Price
================================ ==============================
e) Date of the transaction 14 November 2023
================================ ==============================
Details of the person discharging managerial responsibilities
1
a) Name Rupert Verco
========================== =====================================
Reason for the notification
2
=================================================================
a) Position/status Chief Executive Officer and Director
========================== =====================================
b) Initial notification Initial notification
/Amendment
========================== =====================================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
=================================================================
a) Name Cobra Resources PLC
========================== =====================================
b) LEI 213800XTW5PLLK72TQ57
========================== =====================================
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
=================================================================
a) Description of the Ordinary Shares
financial instrument,
type of instrument GB00BGJW5255
Identification code
========================== =====================================
b) Nature of the transaction Share purchase
========================== =====================================
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 500,000
==========
========================== =====================================
d) Aggregated information
Price(s) Volume(s)
* Aggregated volume 1.0p 500,000
==========
* Price
========================== =====================================
e) Date of the transaction 14 November 2023
========================== =====================================
Details of the person discharging managerial responsibilities
1
a) Name Daniel Maling
================================= =============================
Reason for the notification
2
================================================================
a) Position/status Non-Executive Director
================================= =============================
b) Initial notification Initial notification
/Amendment
================================= =============================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
================================================================
a) Name Cobra Resources PLC
================================= =============================
b) LEI 213800XTW5PLLK72TQ57
================================= =============================
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
================================================================
a) Description of the Ordinary Shares
financial instrument,
type of instrument GB00BGJW5255
Identification code
================================= =============================
b) Nature of the transaction Share purchase
================================= =============================
c) Price(s) and volume(s) Price(s) Volume(s)
1.0p 1,000,000
==========
================================= =============================
d) Aggregated information
Price(s) Volume(s)
* Aggregated volume 1.0p 1,000,000
==========
* Price
================================= =============================
e) Date of the transaction 14 November 2023
================================= =============================
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END
IOEBIBJTMTBBTFJ
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