Issue of Equity

RNS Number : 9465G

Kodal Minerals PLC

29 July 2019

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").  With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining

29 July 2019

Kodal Minerals plc ('Kodal Minerals' or the 'Company')

Completion of Fundraise as Development Planning and Exploration Continue at Bougouni Lithium Project

Kodal Minerals, the mineral exploration and development company focused on the Bougouni Lithium Project in Southern Mali ('Bougouni'), is pleased to announce that it has raised £575,000 (before expenses) via a subscription and placing of 718,750,000 new ordinary shares of 0.03125p each ('Ordinary Shares') in the capital of the Company ('New Shares') at a placing price of 0.08 pence per New Share (the 'Placing Price') (together, the 'Placing').  The net proceeds of the Placing will ensure Kodal Minerals maintains its momentum in completing the formal reporting for the Environmental and Mining Licence applications as well as continuing the exploration and expansion of the Bougouni Lithium Project.

The Company maintains an active Exploration and Development programme with near term updates expected to include:

·   Completion of the Environmental and Social Impact Assessment ('ESIA'), anticipated to be lodged by mid-August 2019

·   Despatch of Bulk Sample (900t pegmatite rock) to China in early August 2019 for processing test work

·   Finalisation of metallurgical test work and completion of project flowsheet by the end of September 2019

·   Completion of open pit mine design and plant infrastructure engineering by the end of September 2019

·   Finalisation of Mining Licence application on track for lodging in the second half of 2019

·   Receipt of drill assays from the reconnaissance exploration drilling completed in June 2019

·  Exploration and expansion drilling to re-commence in October 2019 following the rainy season with a focus on expanding the Boumou and Sogola-Baoule Resources and further definition of priority exploration targets

Bernard Aylward, CEO of Kodal Minerals, said: "We continue to make significant progress in our push to complete the Environmental and Mining Licence applications.  For the ESIA, as we have previously announced, all technical work and social consultations have been completed and we have recently been in discussions with the Mali Department of Environment regarding the submission of our completed ESIA report.  We have completed the translation of the majority of the reports into French, and are now finalising the overarching submission for the application that we expect to lodge by mid-August.  The ESIA approval process is expected to take up to 45 days for approval, and our early discussions with the Government we hope will stand us in good stead to enable this approval timetable to be achieved.

"We are continuing with the Engineering and Mining Development Study and expect to have this completed in time such that when the ESIA approval is received, we will be in a position to lodge the Mining Licence application shortly afterwards.

"This fundraising will allow Kodal to continue this successful development and exploration programme and allow us to plan with certainty and ensure that there is no slowing of our progress.  The Placing has been supported by our major shareholder, Suay Chin International Pte ('Suay Chin'), as well as existing shareholders and new investors and is also supported by myself, our Chairman, as well as other members of the Board and senior management of Kodal."

Details of the Placing

The Placing will result in the issue of 718,750,000 New Shares, representing approximately 8.0 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

Application will be made for the New Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 1 August 2019 ("Admission"). The issue of the New Shares is conditional upon, inter alia, Admission occurring. 

The New Shares, when issued and fully paid, will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to all dividends or other distributions declared, made or paid after the date of issue of the New Shares.

The Placing Shares will be issued utilising existing share authorities to issue new shares on a non-pre-emptive basis.

Suay Chin is subscribing for 62,500,000 New Shares in the Placing, following which its holding will increase to 2,290,471,568 Ordinary Shares representing 25.65% of the enlarged issued share capital.

The Directors' participation in the Placing and their resulting shareholdings are set out below:

Director	New Shares subscribed in the Placing	Interest in Ordinary Shares upon Admission	Percentage of enlarged issued share capital
Bernard Aylward	25,000,000	119,834,948	5.23
Robert Wooldridge	12,500,000	89,438,144	3.90
Qingtao Zeng	6,250,000	6,250,000	0.27
Charles Joseland	6,250,000	6,250,000	0.27

Mohamed Niaré, a director of Kodal's wholly owned subsidiary Future Minerals SARL, is subscribing for 12,500,000 New Shares in the Placing.

Related Party Transaction

Suay Chin, the Directors named above and Mohamed Niaré are all related parties of the Company for the purposes of the AIM Rules for Companies. Their aggregate participation in the placing is deemed a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Mark Pensabene, the Director independent of this transaction, having consulted with the Company's Nominated Adviser, Allenby Capital, considers that the terms of the related party transaction are fair and reasonable insofar as shareholders are concerned.

Total Voting Rights

Upon Admission, the issued share capital of the Company will consist of 8,931,289,503 Ordinary Shares. The Company holds no shares in treasury. The total number of voting rights in the Company from Admission will therefore be 8,931,289,503. This figure may be used by shareholders as the denominator for the calculations by which they 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.

Market Abuse Regulation (MAR)

MAR came into effect from 3 July 2016.  Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

**ENDS**

For further information, please visit www.kodalminerals.com or contact the following:

Kodal Minerals plc Bernard Aylward, CEO	Tel: [phone]
Allenby Capital Limited, Nominated Adviser Jeremy Porter/Nick Harriss	Tel: [phone]
SP Angel Corporate Finance LLP, Financial Adviser & Broker John Mackay	Tel: [phone]
St Brides Partners Ltd, Financial PR Catherine Leftley/Cosima Akerman	Tel: [phone]

About Kodal Minerals

Kodal Minerals' primary focus is on the rapid advancement towards production of its flagship Bougouni Lithium Project in Southern Mali.  The JORC Resource Estimate places the Bougouni Project in the top 15 hard rock lithium projects globally and was calculated using only three of the eight currently recognised prospects demonstrating the significant exploration upside potential remaining across the 450km² project area.  The Mineral Resource estimate for the Ngoualana, Sogola-Baoule and Boumou prospects are tabulated below.  These mineral resources are reported in accordance with the JORC Code:

Prospect	Indicated			Inferred			Total
	Tonnes (Mt)	Li2O% Grade	Contained Li2O  (kt)	Tonnes (Mt)	Li2O% Grade	Contained Li2O  (kt)	Tonnes (Mt)	Li2O% Grade	Contained Li2O  (kt)
Sogola_Baoule	8.4	1.09	91.9	3.8	1.13	42.8	12.2	1.10	134.8
Ngoualana	3.1	1.25	39.2	2.0	1.12	22.1	5.1	1.20	61.3
Boumou				4.0	1.02	40.4	4.0	1.02	40.4
TOTAL	11.6	1.13	131.2	9.7	1.08	105.3	21.3	1.11	236.5

Notes:  Mineral resources are reported using a 0.5%Li₂O cut-off.  Figures may not sum due to rounding.  The contained metal is determined by the estimated tonnage and grade.

The Bougouni Project and recently acquired 200km² Bougouni West project are located in an emerging lithium province that is already attracting the attention of investors and off-take partners interested in securing a long-term supply of lithium.  With the support of its strategic investor and off-take partner Suay Chin International Pte, a Singapore-based lithium and chemical trader, Kodal Minerals is well funded to continue its ambitious development programme at Bougouni.

Further to this, Kodal Minerals is the manager of additional lithium and gold projects that are undergoing low cost exploration programmes in addition to JV funded gold properties in Cote d'Ivoire that offer potentially significant long-term value.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; 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 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 Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured.  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 Placing Shares.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bernard Aylward
2	Reason for the notification
a)	Position/status	CEO (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kodal Minerals plc
b)	LEI	213800VKFS7TS32EGI81
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 Identification code	ordinary shares of 0.03125p GB00BH3X7Y70
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.08 pence 25,000,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	28 July 2019
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert Wooldridge
2	Reason for the notification
a)	Position/status	Chairman (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kodal Minerals plc
b)	LEI	213800VKFS7TS32EGI81
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 Identification code	ordinary shares of 0.03125p GB00BH3X7Y70
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.08 pence 12,500,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	28 July 2019
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Qingtao Zeng
2	Reason for the notification
a)	Position/status	Non-Executive Director (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kodal Minerals plc
b)	LEI	213800VKFS7TS32EGI81
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 Identification code	ordinary shares of 0.03125p GB00BH3X7Y70
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.08 pence 6,250,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	28 July 2019
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Charles Joseland
2	Reason for the notification
a)	Position/status	Non-Executive Director (PDMR)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kodal Minerals plc
b)	LEI	213800VKFS7TS32EGI81
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 Identification code	ordinary shares of 0.03125p GB00BH3X7Y70
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.08 pence 6,250,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	28 July 2019
f)	Place of the transaction	Outside of a trading venue

 

END

 

 

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