Katoro Gold plc (Incorporated in England and Wales)
(Registration Number:
9306219)
Share code on AIM: KAT
ISIN: GB00BSNBL022
('Katoro' or 'the Company')
Dated: 12 February 2024
Katoro Gold PLC
('Katoro' or the 'Company')
Financing, Business
Developments & Director Changes
Issue of Equity &
TVR
Katoro Gold PLC (AIM: KAT), the
strategic and precious minerals exploration and development
company, announces a financing, business development matters and
director changes.
HIGHLIGHTS:
§ Financing
by way of a Broker-led placing and subscription (the "Financing")
with new and existing Shareholders to support business development
raising £750,000 through the issue of 750 million shares at 0.1p
(the "Financing Shares").
§ Board
changes, details to be announced, to consider ways to maximise
value from existing interests and to secure new cost-effective
opportunities globally, with a focus on critical metals including
uranium.
§ Appointment of strategic consultant, Paul Johnson, former CEO
of Power Metal Resources plc and Metal Tiger plc, to assist the
Board with a reinvigoration of the business model, business
operations, strategic direction and enhanced communications with
investors.
§ Plan to
change the name of the Company to Katoro Global Resources plc
(stock code KAT to remain unchanged).
Louis Coetzee, current
Chairman of Katoro Gold plc commented: "We have for some time been
working to find a pathway to reinvigorate the Company. I believe
the proposals announced today, with the refreshed board, advisory
support and new approach, has the potential to deliver considerable
value for shareholders.
Following the Financing, the Company will have a market
capitalisation on the very low end of UK listed junior resource
companies. This is a low foundation from which we believe a
refreshed and energetic business strategy can be built, delivering
value to shareholders, which is critically
important.
The board are incentivised through shareholdings and options
to deliver for investors and to ensure the focus is on delivery
through share price appreciation.
There will be further updates to follow in the near
term."
FURTHER INFORMATION
Financing
The Company has raised £750,000
through the placing and subscription arranged by SI Capital Ltd of
750 million new KAT ordinary shares of 0.1p ("Ordinary Shares") at
an issue price of 0.1p per share (the "Financing
Shares").
Each Financing Share will have an
attaching warrant to subscribe for a further KAT new ordinary share
at an exercise price of 0.2p per KAT share, with a life to expiry
of 3 years from today's date (in total 750 million "Financing
Warrants").
Should the volume weighted average
price ("VWAP") of KAT meet or exceed 0.5p for 5 trading days, KAT
will have the right but not the obligation to issue warrant holders
with ten business days' notice to exercise some or all of their
remaining Financing Warrants (the "Acceleration"). To be clear,
this means KAT may choose to effect the Acceleration in
stages.
The Financing is conditional only on
Admission to trading on AIM, which as set out below is expected to
become effective on 16 February 2024.
In total, should all the Financing
Warrants be exercised, this would raise an additional £1,500,000
for the Company.
Board Changes
Louis Coetzee, current Executive
Chairman will step down from the Board, and from employment with
the Company, with effect from the appointment of two new directors,
following appropriate market (including AIM) due diligence.
Mr Coetzee will remain as a consultant to the Company after his
resignation to assist with transitional administration, including
project management, financial accounting and audit matters, for the
period ending 31 July 2024.
It is expected that the two new
directors will assume the roles of Non-executive Chair and Chief
Executive Officer. Further information in this regard to follow in
due course.
Louis Scheepers and Lukas Marthinus
(Tinus) Maree have agreed to continue to serve as Non-executive
Directors with the Company for a minimum of 6 months from today's
date.
Board Financial Matters
Settlement of Board Fees
To date the creditors of the Company
include an amount of £91,000 in respect of outstanding Board fees
from current Directors for the period April 2023 to January 2024,
inclusive.
This amount has been reduced with
the agreement of the Board directors to £63,617.88, of which
£42,411.92 will be settled in full through the issue of 42,411,920
Ordinary Shares ("Board Shares") at the same issue price as the
Financing Shares of 0.1p per share. For clarity the Board Directors
will not receive any warrants with this settlement of Board
fees.
In respect of the Board Shares
21,205,960 are to be issued in respect of Louis Coetzee Board fees
(£21,205.96) and 21,205,960 are to be issued in respect of Tinus
Maree £21,205.96)) and will be subject to a hard lock-in for 12
months from today's date (with no sale of stock allowed unless
approved by the new Board after the appointment of two new
directors).
The issue of the Board Shares and
Service Shares, as detailed below, are related party transactions
under the AIM Rules (the "Transaction") and accordingly, Louis
Scheepers, a Non-executive Director of the Company and the director
independent of this Transaction, having consulted with the
Company's nominated adviser, Beaumont Cornish Limited, considers
the terms of the Transaction to be fair and reasonable insofar as
shareholders are concerned.
Lock-in of Existing Director
Holdings
All current Directors of the Company
have committed to a "hard" lock-in of their current (pre-Financing)
shareholding in the Company whilst serving as Directors or for a
minimum period of 12 months, whichever is the shorter (with no sale
of shares allowed unless approved by the new Board after the
appointment of two new directors save in the usual exceptional
circumstances).
The shareholdings of the Directors
of the Company before and after the Financing and issue of
Financing, Board and Service Shares (see below) is as
follows:
BEFORE FINANCING, BOARD &
SERVICE SHARE ISSUE
|
AFTER FINANCING, BOARD &
SERVICE SHARE ISSUE
|
Name
|
Position
|
Katoro shares held prior to
issue of Financing, Board & Service
Shares
|
% Holding in Katoro before
issue of Financing, Board & ServiceShares
|
Number of Director Board
Shares issued
|
Katoro shares held after
issue of Financing, Board & Service Shares
|
Total value of Board Shares
issued at deemed value of 0.1 pence per Katoro
share
|
% Holding in Katoro after
issue of Financing, Board & Service Shares
|
Tinus Maree
|
Non-Executive Director
|
22,666,667
|
3.39
|
21,205,960
|
43,872,627
|
£21,205.96
|
2.92%
|
Louis
Scheepers
|
Non-Executive Director
|
12,666,667
|
1.89
|
0
|
12,666,667
|
N/A
|
0.84%
|
Louis Coetzee (and related
parties)
|
Executive
Chairman
|
22,666,667
|
3.39
|
21,205,960
|
43,872,627
|
£21,205.96
|
2.92%
|
The directors and management of the
Company shown in the above tables are Persons Discharging
Managerial Responsibility ('PDMRs') under the Market Abuse
Regulation 2016 ('MAR'). In compliance with MAR and the Company's
Share Dealing Code, the PDMR's have submitted dealing request forms
to the designated Company executives to seek permission in respect
of this transaction has been granted. Dealing notification forms
will be completed by the PDMRs and submitted to the FCA within
three (3) days of completion of the Fundraise in accordance with
MAR. See PDMR Notification section below for further
information.
Issue of Shares to Kibo Energy plc
Alongside the Financing the Company
has settled invoices amounting to £38,305.00 due to Kibo Energy plc
through the issue of 38,305,000 Ordinary Shares ("Service Shares")
at the same issue price as the Financing Shares of 0.1p per
share. The services related to administrative support
provided to Katoro by Kibo Energy plc. For clarity no warrants will
be issued with this settlement.
50% of the Service Shares will be
subject to a "hard" lock-in for 6 months from today's date and 50%
for 12 months (with no sale of stock allowed unless approved by the
new Board after the appointment of two new directors).
However, 50% of the Service Shares
will become freely tradable should the Company's VWAP meet or
exceed 0.5p per share for 5 consecutive trading days and a further
50% of the Service Shares will become freely tradable should the
Company's VWAP meet or exceed 0.75p per share for 5 consecutive
trading days. Following issue of the Service Shares Kibo Energy plc
will hold 134,443,738 Ordinary Shares representing 8.96% of the
Company's enlarged issued share capital.
Kibo Energy plc Existing Share Lock-in
Kibo Energy plc ("Kibo") (LON:KIBO)
hold 96,138,738 KAT shares on which Kibo have committed to a hard
lock-in of their current shareholding in the Company for a minimum
period of 12 months (with no sale of stock allowed unless approved
by the new Board after the appointment of two new directors). 50%
of Kibo's shareholding will become freely tradable should the
Company's VWAP meet or exceed 0.5p per share for 5 consecutive
trading days and a further 50% of Kibo's shareholding will become
freely tradable should the Company's VWAP meet or exceed 0.75p per
share for 5 consecutive trading days.
Non-Board Option Pool
In order to support the retention of
key non-Board team members the Company has created a pool of 25
million options to acquire new Ordinary Shares on the same terms as
the Financing Warrants, including an exercise price of 0.2p
and a 3-year life to expiry. These options will be allocated
to members of the team following appointment of the new Board
("Team Options").
For clarity no existing Board
members will receive any Team Options.
Refreshed Drive, Strategy and Operations
As detailed below in the "Review of
Existing Interests" and "New Opportunities" sections the focus of
the Company is to deliver material upside to shareholders from
those interests already held and by positioning the Company in new
opportunities capable of delivering value.
The junior resource sector has
experienced a prolonged downturn with junior resource companies
facing considerable challenges. In this environment, new
opportunities remain available, albeit that availability is
expected to reduce as the sector recovers.
For this reason it is important that
the Company acts in an efficient and expeditious manner in its
forward activities.
It is also recognised that
significant effort is deployed in the reliable and timely
communication of business activities through regulatory news
announcements and related media.
Review of Existing Interests
The Company will undertake a review
of existing project interests to determine the optimal strategy for
each interest, details of which will be announced to the market on
material developments.
New
Opportunities
Whilst the Company will remain and
operate as a junior resource exploration and development company,
going forward the Company will seek additional opportunities to
broaden its portfolio of interests in Africa, North America and
Australia.
To reflect this the Company plans to
change its business name to Katoro Global Resources, and further
information in this regard will follow in due course. The
Company's stock market code will remain "KAT".
The Company now has access to a deep
resource of technical advisory support and potential new project
pipeline including ground available through staking, joint venture
opportunities and acquisition opportunities.
Target projects are available and
may be secured in a wide range of commodities, however a particular
focus will be on critical metal opportunities, including
uranium.
Advisory Support
Value Generation Limited ("VGL") has
been appointed as an advisor to the Company to assist with business
recovery and support the Company in the areas of strategy,
operational planning, communications and business
administration. Paul Johnson of VGL, former CEO of Metal
Tiger plc and Power Metal Resources plc, will be the Chief
Consultant, for this advisory work.
In accordance with the advisory
agreement VGL has received 25 million warrants to subscribe for new
KAT Ordinary Shares at an exercise price of 0.2p and with a
three-year life to expiry, from the today's date.
ADMISSION AND TOTAL VOTING
RIGHTS
Application will be made for the
830,716,920 Financing, Board and Service Shares to be admitted to
trading on AIM which is expected to occur on or around 16 February
2024 ("Admission"). The Financing, Board and Service Shares will
rank pari passu in all respects with the existing Ordinary Shares
currently traded on AIM.
Following Admission, the Company's
issued share capital will comprise 1,500,214,613 ordinary shares of
0.1 pence each. This number will represent the total voting rights
in the Company and may be used by shareholders as the denominator
for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the Financial Conduct Authority's Disclosure
and Transparency Rules.
PDMR DISCLOSURE
The notification below, made in
accordance with the requirements of the EU Market Abuse Regulation,
provide further detail on the director's share dealing.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Louis Coetzee
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chairman
|
b)
|
Initial notification
/Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Katoro Gold Plc
|
b)
|
LEI
|
213800Q9L29ZXI53T558
|
4
|
Details of the transaction(s): section to be repeated for (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 financial
instrument, type of instrument
|
ordinary shares of 1p each
|
|
|
Identification code
|
ISIN: GB00BSNBL022
|
|
|
b)
|
Nature of the transaction
|
Purchase of ordinary
shares
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
0.1p
|
21,205,960
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
- Aggregated volume
|
21,205,960
|
|
|
- Price
|
0.1p
|
|
|
e)
|
Date of the transaction
|
9 February 2024
|
f)
|
Place of the transaction
|
Off Market
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Lukas Marthinus Maree
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Non-executive Director
|
b)
|
Initial notification
/Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Katoro Gold Plc
|
b)
|
LEI
|
213800Q9L29ZXI53T558
|
4
|
Details of the transaction(s): section to be repeated for (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 financial
instrument, type of instrument
|
ordinary shares of 1p each
|
|
|
Identification code
|
ISIN: GB00BSNBL022
|
|
|
b)
|
Nature of the transaction
|
Purchase of ordinary
shares
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
0.1p
|
21,205,960
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
- Aggregated volume
|
21,205,960
|
|
|
- Price
|
0.1p
|
|
|
e)
|
Date of the transaction
|
9 February 2024
|
f)
|
Place of the transaction
|
Off Market
|
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no.
596/2014.
**ENDS**
For further information please
visit www.katorogold.com
or contact:
Louis Coetzee
|
Info@katorogold.com
|
Katoro Gold PLC
|
Executive Chairman
|
James Biddle
Roland Cornish
|
+44 207 628 3396
|
Beaumont Cornish Limited
|
Nominated Adviser
|
Nick Emmerson
Sam Lomanto
|
+44 148 341 3500
|
SI Capital Ltd
|
Broker
|
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.