Issue of Equity and Total Voting Rights

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 £1,000,000, 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 £0.01 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 £111,315 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 £111,315 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) Dennis Edmonds (CEO)	Tel: [phone]
finnCap (Nominated Adviser and Joint Broker) Christopher Raggett / Tim Harper (Corporate Finance)	Tel: [phone]
Camarco (PR) James Crothers / Hugo Liddy/Gordon Poole	Tel: [phone]

 

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