TIDMKZG
RNS Number : 3770K
Kazera Global PLC
05 May 2022
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Kazera Global Plc
("Kazera" or the "Company")
Issue of Equity and Total Voting Rights
Kazera announces that it has raised GBP1,000,000, before
expenses, by way of a placing (the "Placing") of 100,000,000 new
ordinary shares ("Ordinary Shares" and such 100,000,000 Ordinary
Shares being the "Placing Shares") at a price of GBP0.01 per share
(the "Issue Price") with new and existing investors.
Simultaneous with the Placing, the Company's largest
shareholder, Align Research Ltd ("Align"), has agreed to convert
the debt, including interest, of GBP111,315 owed to it by the
Company (the "Conversion") into 11,131,500 new Ordinary Shares (the
"Conversion Shares") at the Issue Price.
Further, CEO Dennis Edmonds will subscribe for 5,000,000 New
Ordinary Shares (the "CEO Shares") through the conversion of his
accrued salary into Ordinary Shares at the Issue Price (the "Salary
Conversion").
In aggregate, the Company will issue 116,131,500 new Ordinary
Shares pursuant to the Placing, Conversion and Salary Conversion
(the "New Ordinary Shares"). These New Ordinary Shares will be
issued out of the authorities granted to the directors at the
Company's last annual general meeting. Accordingly, neither the
Placing, Conversion nor the Salary Conversion are subject to
further approval of the Company's shareholders.
The Issue Price represents a 5% premium to the closing price per
Ordinary Share on 04 June 2022.
The Company has also issued warrants (the "Warrants") such that
one Warrant is attached to each New Ordinary Share issued pursuant
to the Placing, Conversion and Salary Conversion, exercisable at
the Issue Price on or before 31 May 2023. In the event that the
Ordinary Shares trade at or above 1.5p on a volume weighted average
price basis for a minimum of 20 days during the life of the
Warrants and the aggregate traded volume during this period is in
excess of 50 million Ordinary Shares, the Company will have the
right to call upon the holders of the Warrants to exercise their
Warrants in full, failing which they will be immediately cancelled.
As above, the issuance of the Warrants will be made out of the
authorities granted to the directors at the Company's last annual
general meeting.
Related Party Transactions
Align holds 26.1 per cent. of the currently issued Ordinary
Shares. Align has agreed to convert the debt, plus interest, of
GBP111,315 owed to it by the Company into 11,131,500 New Ordinary
Shares pursuant to the Conversion.
CEO Dennis Edmonds has also subscribed for 5,000,000 New
Ordinary Shares through the Salary Conversion.
The Warrants as described above are attached, one for one, to
each New Ordinary Share issued to both Align and Dennis Edmonds
pursuant to their participation in the Conversion and Salary
Conversion, respectively.
Accordingly, each of the Conversion, Salary Conversion and the
issuance of the Warrants to each of Align and Dennis Edmonds are
related party transactions pursuant to the AIM Rules for Companies.
The independent directors of the Company, being all those save for
Dennis Edmonds, having consulted with the Company's nominated
adviser, finnCap, consider that the terms of the Conversion, Salary
Conversion and issuance of Warrants to each of Align and Dennis
Edmonds are fair and reasonable insofar as the Company's
shareholders are concerned.
Use of Proceeds
The proceeds from the Placing will be used to accelerate the
production of the Company's Tantalum resource and, in light of
recent expressions of interest from corporate third parties into
both the Company's lithium and nickel deposits, to undertake
further exploration in the immediate term into these two,
previously underexplored resources. The funding will also allow the
Company to continue to explore other complementary and
opportunistic acquisitions in the battery metals and rare earths
metals space.
Admission and Total Voting Rights
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM ("Admission") and it is expected that
Admission will occur on or around 11 May 2022.
Upon Admission of the New Ordinary Shares, the Company's issued
share capital will consist of 892,164,910 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 892,164,910. 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 share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Dennis Edmonds, Chief Executive Officer of Kazera,
commented:
"This oversubscribed funding supported largely by existing
shareholders takes Kazera Global firmly into the next stage of its
development.
"Not only will this substantial raise enable the Company to
accelerate its route to becoming cashflow positive and
self-sustaining, it also puts it into a position of strength when
dealing with those third parties who have expressed an interest in
our, as yet, unexploited lithium and nickel resources. The
Company's TVM licence area covers exceptional acreage with the
presence of these key metals that are at the forefront of the
electrification of the global economy. Given the supply demand
dynamics of lithium in particular, I am very optimistic that our
plans to develop these further will be materially value enhancing
for shareholders. My optimism for the remainder of 2022 as we
continue to wait for a resolution to the delayed HMS licence
application grows by the day. This is an exciting time for Kazera.
"
For further information on the Company, visit: www. kazeraglobal
.com
Kazera Global plc (c/o Camarco) Tel: +44 (0)203 757 4980
Dennis Edmonds (CEO)
finnCap (Nominated Adviser and Joint Tel: +44 (0)207 220 0500
Broker)
Christopher Raggett / Tim Harper (Corporate
Finance)
Camarco (PR)
James Crothers / Hugo Liddy/Gordon Poole Tel: +44 (0)20 3781 8331
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END
IOEFZGGKGDNGZZZ
(END) Dow Jones Newswires
May 05, 2022 02:01 ET (06:01 GMT)
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