KEFI GOLD AND COPPER PLC THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
It contains Resolutions to be voted on at the General Meeting of KEFI Gold and Copper plc (the "Company") to be held on 26 March 2024. If you are in any doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.
If you have sold or otherwise transferred all of your ordinary shares of £0.001 each in the capital of the Company (the "Ordinary Shares"), please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded, or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred some (but not all) of your Ordinary Shares, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.
Your attention is drawn to the letter from the Chairman in this document, recommending you vote in favour of the Resolutions to be proposed at the General Meeting.
_______________________________________________________________________________
KEFI Gold and Copper plc
(Registered in England and Wales with company number 05976748)
Notice of General Meeting
_______________________________________________________________________________
Notice convening the General Meeting of the Company on 26 March 2024 at 11:00 a.m. (EET) (9:00 a.m. (GMT)) at Hilton Hotel, 1 Achaion Street, Engomi, Nicosia, 2413, Cyprus is set out at the end of this document. It is important that shareholders lodge their votes in advance of the General Meeting through submission of their proxy votes. Shareholders will also find enclosed with this document a Form of Proxy. To be valid, the Form of Proxy must be signed and returned in accordance with the instructions printed on it so as to be received by the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, United Kingdom as soon as possible but in any event no later than 24 March 2024 at 11:00 a.m. (EET) (9:00 a.m. (GMT)).
Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. For a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Share Registrars Limited (ID 7 RA36), by no later than 24 March 2024 at 11:00 a.m. (EET) (9:00 a.m. (GMT)).
Copies of this document will be available free of charge from the Company's registered office during normal business hours on each day (excluding Saturday, Sunday and public holidays in England and Wales) from the date hereof until the date of the General Meeting. Copies will also be available from the Company's website at www.kefi-goldandcopper.com.
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TABLE OF CONTENTS | |
Page | |
FUNDRAISING AND SHARE CAPITAL STATISTICS | 3 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 4 |
DEFINITIONS | 5 |
LETTER FROM THE CHAIRMAN | 8 |
2
FUNDRAISING AND SHARE CAPITAL STATISTICS
Placing Price | £0.006 |
Number of Ordinary Shares prior to the Firm Placing | 4,965,121,400 |
Number of Firm Placing Shares | 750,000,000 |
Number of Conditional Remuneration Shares | 83,333,333 |
(conditional on the Resolutions being passed at the | |
General Meeting) | |
Number of Retail Shares | 82,652,722 |
Total number of Placing Shares | 915,986,055 |
Total number of Broker Warrants | 37,500,000 |
Total number of Adviser Warrants | 12,400,000 |
Percentage of Enlarged Share Capital represented | 15.6% |
by the Placing Shares | |
Estimated gross proceeds of the Firm Placing | £4,500,000 |
(excluding Retail Shares) | |
Estimated gross proceeds of the Placing (including | £4,995,916 |
Retail Shares) | |
Number of Ordinary Shares in issue immediately | 5,797,774,122 |
following First Admission | |
Number of Ordinary Shares in issue immediately | 5,881,107,455 |
following Second Admission | |
Number of Ordinary Shares in issue immediately | 5,918,607,455 |
following Second Admission if all the Broker | |
Warrants are exercised in full | |
Number of Ordinary Shares in issue immediately | 5,931,007,455 |
following Second Admission if all the Broker | |
Warrants and the Adviser Warrants are exercised in | |
full | |
Market capitalisation of the Company at the Placing | £35,286,645 |
Price on Second Admission | |
ISIN code for the Firm Placing Shares, Conditional | GB00BD8GP619 |
Remuneration Shares and Retail Shares | |
SEDOL for the Firm Placing Shares, Conditional | BD8GP61 |
Remuneration Shares and Retail Shares | |
3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Circular is posted to Shareholders | 8 March 2024 |
First Admission | on or around 8 |
March 2024 | |
Expected crediting of CREST accounts with the Firm | on or around 8 |
Placing Shares and Retail Shares | March 2024 |
Expected dispatch of definitive share certificates in respect | 22 March 2024 |
of the Firm Placing Shares and Retail Shares in certificated | |
form | |
Latest time and date for receipt of CREST voting | 11:00 a.m. (EET) |
instructions | (9:00 a.m. (GMT)) on |
24 March 2024 | |
Latest time and date for receipt of Form of Proxy | 11:00 a.m. (EET) |
(9:00 a.m. (GMT)) on | |
24 March 2024 | |
General Meeting | 26 March 2024 |
Second Admission | on or around 8.00 |
a.m. (GMT) on 27 | |
March 2024 | |
Expected crediting of CREST accounts with the Conditional | on or around 27 |
Remuneration Shares | March 2024 |
Expected dispatch of definitive share certificates in respect | 10 April 2024 |
of the Conditional Remuneration Shares in certificated form | |
Notes: |
- In this document, unless otherwise noted, all references to time are to Eastern European Time (EET).
- The timing of events in the above timetable and the rest of this document are indicative only. If any of the times or dates change, the revised times and/or dates will be notified by way of an announcement to a RIS.
4
DEFINITIONS
The following definitions apply throughout this document, unless the context otherwise requires
"2006 Act" | the Companies Act 2006 | |
"Adviser Warrants" | the 12,400,000 warrants to be granted to an | |
adviser of the Company, subject to approval at | ||
the General Meeting | ||
"AIM" | the market of that name operated by the London | |
Stock Exchange | ||
"AIM Rules" | the AIM Rules for Companies published by the | |
London Stock Exchange from time to time | ||
"Board" or "Directors" | the directors of the Company whose names are | |
set out on page 8 of this document | ||
"Broker" | means Tavira acting as broker in the context of | |
the Placing | ||
"Broker Warrants" | the 37,500,000 warrants to be granted to Tavira | |
pursuant to the Placing Agreement in connection | ||
with the Placing, subject to approval at the | ||
General Meeting | ||
"Broker Warrant Instrument" | the instrument entered into by the Company on 4 | |
March 2024 relating to the issue of 37,500,000 | ||
Broker Warrants to subscribe for Ordinary Shares | ||
"Conditional Remuneration Issue" | the issue of the Conditional Remuneration | |
Shares to certain directors and corporate | ||
advisers of the Company to settle accrued fees of | ||
approximately £500,000 | ||
"Conditional | Remuneration | 83,333,333 Ordinary Shares to be issued |
Shares" | pursuant to the Conditional Remuneration Issue | |
at the Placing Price subject to approval of the | ||
Resolutions | ||
"CREST" | the computerised settlement system (as defined | |
in the CREST Regulations) operated by | ||
Euroclear which facilitates the transfer of title to | ||
shares in uncertificated form | ||
"CREST Manual" | the document of that name issued by Euroclear | |
"Enlarged Share Capital" | the issued ordinary share capital of the Company | |
immediately following Second Admission | ||
"Euroclear" | Euroclear UK & International Limited, the | |
operator of CREST | ||
"Firm Placing" | the placing of the Firm Placing Shares to raise | |
gross cash proceeds of approximately | ||
£4,500,000 |
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"Firm Placing Shares" | 750,000,000 new Ordinary Shares issued to new |
and existing investors at the Placing Price | |
pursuant to the current shareholder authority | |
"First Admission" | the admission to trading on AIM of the Firm |
Placing Shares and the Retail Shares in | |
accordance with the AIM Rules | |
"Form of Proxy" | the form of proxy accompanying this document |
"General Meeting" | the general meeting of the Company to be held at |
11:00 a.m. (EET) (9:00 a.m. (GMT)) on 26 March | |
2024, notice of which is set out at the end of this | |
document | |
"Group" | the Company and its subsidiaries |
"London Stock Exchange" | London Stock Exchange plc |
"Ordinary Shares" | ordinary shares of £0.001 each in the capital of |
the Company | |
"Placing" | the placing of the Firm Placing Shares to raise |
gross cash proceeds of approximately | |
£4,500,000, the offer of the Retail Shares to raise | |
gross cash proceeds of approximately £495,916 | |
and the issue of the Conditional Remuneration | |
Shares to settle accrued fees of approximately | |
£500,000 | |
"Placing Agreement" | the placing agreement entered into between the |
Company and the Broker, dated 4 March 2024 | |
"Placing Price" | £0.006 per Ordinary Share |
"Placing Shares" | 915,986,055 Ordinary Shares consisting of the |
Firm Placing Shares, the Conditional | |
Remuneration Shares and the Retail Shares | |
"PrimaryBid" | PrimaryBid Limited |
"Resolutions" | the resolutions to be proposed to Shareholders at |
the General Meeting as set out in this document | |
"Retail Offer" | the offer by the Company of the Retail Shares via |
the PrimaryBid platform | |
"Retail Shares" | 82,652,722 new Ordinary Shares to be allotted |
and issued to certain retail investors as detailed | |
in this document | |
"Rights" | the grant of rights to subscribe for or convert any |
security into shares in the Company | |
"RIS" | a service approved by the Financial Conduct |
Authority for the distribution to the public of | |
regulatory announcements |
6
"Second Admission" | the admission to trading on AIM of the Conditional | |||
Remuneration Shares in accordance with the AIM | ||||
Rules | ||||
"Shareholders" | holders of Ordinary Shares | |||
"Tavira" | Tavira Financial Limited (registered in England | |||
and Wales under number 05471230) whose | ||||
registered office is at 88 Wood Street, London | ||||
ECV 7DA | ||||
"TKGM" | Tulu Kapi Gold Mines Share Company (the | |||
Company's Ethiopian Project subsidiary) | ||||
"Tulu Kapi Project" or "Tulu Kapi" | the | design, | development, | engineering, |
construction, equipment, testing, commissioning, | ||||
management, operation and maintenance of the | ||||
Tulu Kapi gold project owned by TKGM in the | ||||
Federal Democratic Republic of Ethiopia |
"$", "USD" or "dollar"
dollar, the lawful currency for the time being of the United States of America and references to "cent" and "c" shall be construed accordingly
"£", "GBP" or "Sterling"
pounds sterling, the lawful currency for the time being of the United Kingdom and references to "pence" and "p" shall be construed accordingly
7
KEFI Gold and Copper plc
(Registered in England and Wales with company number 05976748)
LETTER FROM THE CHAIRMAN
Directors: | Registered Office |
Harry Anagnostaras-Adams (Executive Chairman) | 27-28 Eastcastle Street |
John Leach (Finance Director) | London |
Richard Robinson (Non-executive Director) | W1W 8DH |
Mark Tyler (Non-executive Director) | United Kingdom |
Alistair Clark (Non-executive Director) | |
7 March 2024 | |
Dear Shareholder, | |
Notice of General Meeting |
I am writing to you to give notice of the General Meeting of the Company to be held at 11:00 a.m. (EET) (9:00 a.m. (GMT)) on 26 March 2024, formal notice of which is set out at the end of this document. The Notice sets out the resolutions to be proposed, together with general notes for Shareholders who wish to give proxy voting instructions.
On 4 and 5 March 2024, the Company announced details of a fundraising consisting of:
- a firm placing of 750,000,000 new Ordinary Shares of £0.001 each in the capital of the Company (the "Firm Placing Shares") at a price of £0.006 per Ordinary Share (the "Placing Price") to raise £4.5 million (before expenses) (the "Firm Placing") arranged by the Company's corporate brokers, Tavira Financial Limited ("Tavira" or the "Broker");
- a conditional issue of 83,333,333 new Ordinary Shares at the Placing Price (the "Conditional Remuneration Shares"), subject to approval by shareholders, pursuant to which certain directors and corporate advisers have elected to receive shares in lieu of accrued fees of approximately £500,000 (the "Conditional Remuneration Issue"); and
- an offer through PrimaryBid of new Ordinary Shares at the Placing Price, which resulted in the Company raising gross proceeds of approximately £495,916 (before expenses) via the issue of 82,652,722 Ordinary Shares (the "Retail Shares") at the Placing Price ("Retail Offer"),
the Firm Placing, the Conditional Remuneration Issue and the Retail Offer together, the "Capital Raise".
Firm Placing
The Company has raised £4.5 million through the Firm Placing Shares at the Placing Price.
Conditional Remuneration Issue
The Conditional Remuneration Issue has been arranged by the Company and requires shareholder approval at the General Meeting. Pursuant to the Conditional Remuneration Issue, certain directors of the Company and corporate advisers have elected to receive Conditional Remuneration Shares in lieu of cash settlement.
The Conditional Remuneration Issue consists of 83,333,333 Conditional Remuneration Shares to be issued at the Placing Price in lieu of accrued fees of approximately £500,000. The Executive Chairman and Finance Director will receive 50,000,000 Conditional Remuneration Shares (in aggregate), whilst two corporate advisers are receiving 33,333,333 Conditional Remuneration Shares (in aggregate).
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The Conditional Remuneration Issue is conditional, inter alia, on First Admission becoming effective, the passing of the Resolutions and the admission of the Conditional Remuneration Shares to trading on AIM becoming effective at 8:00 a.m. (GMT) on or around 27 March 2024.
Shareholders are reminded that because the Conditional Remuneration Issue is conditional, amongst other things, on the passing of the share allotment and disapplication of pre-emption rights resolutions to be proposed at the General Meeting, should the resolutions not be passed, the Conditional Remuneration Issue will not proceed.
Retail Offer
The Directors wanted to give retail shareholders and investors an opportunity to participate in the Company's ongoing funding if they were unable to participate in the Firm Placing.
The Company received orders for 82,652,722 Retail Shares in the Retail Offer raising gross proceeds of approximately £495,916 (before expenses).
Use of Proceeds
The expected gross Capital Raise proceeds of £5 million (the "Gross Proceeds") will be applied to:
- completion of project financing and launch of the Company's Tulu Kapi Gold Project (the "Project"), which relate to legal and professional fees, preparations of the community, site and district security installation and administrative costs of satisfying the remaining conditions for the project finance package. As previously reported, a US$320 million project finance package (excluding historical investment of US$100 million and the mining fleet supplied by the mining contractor) has been assembled and is now progressing through the approval processes of each of the syndicate members. The Final Umbrella Agreement was signed in April 2023, but the Project had to wait until the formalisation in October 2023 by the National Bank of Ethiopia (central bank) of the required exemptions from exchange and capital controls. That central bank approval triggered syndicate meetings in November and December 2023 giving the go-ahead to prepare Project launch. Since then, Eastern and Southern Trade and Development Bank, the lead-bank, has approved its US$95 million participation. The other members of the syndicate, being the co-lender, equity risk note investors and the co-shareholder (all major regional corporations) have activated their approval processes (see KEFI's RNS dated 13 February 2024 for further information). The Company's principal co-shareholder in the Project is the Government of Ethiopia and its commitment was made long ago with capital already being deployed;
- the extinguishing of certain current liabilities and advances to strengthen the Company's balance sheet ahead of proposed Project development; and
- general working capital purposes.
Placing Agreement and Issue of Warrants
Tavira acted as broker to the Firm Placing. The Company has appointed the Broker as its agent pursuant to the terms of a placing agreement executed on 4 March 2024 (the "Placing Agreement").
The Company has agreed to pay the Broker certain commissions and fees, some of which will be satisfied through the grant of 37,500,000 warrants over Ordinary Shares (the "Broker Warrants"). Each Broker Warrant will entitle the Broker to subscribe for one new Ordinary Share at a price of £0.006 per share, exercisable for a period of three years from the date of Second Admission.
The Broker Warrants will be issued in certificated form and will not be admitted to trading on AIM. The Broker Warrants will be transferable in accordance with the terms of the Broker Warrant Instrument entered into by the Company. Any Ordinary Shares issued pursuant to the Broker Warrants will, when issued, be admitted to trading on AIM.
In addition, the Company has agreed to issue 12,400,000 warrants to another adviser to the Company (the "Adviser Warrants"), subject to shareholder approval at the General Meeting, on the same terms as the Broker Warrants. The Adviser Warrants are being issued in connection with services provided to the Company over the previous 12 months.
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Conditional Remuneration Issue for the settlement of debt and accrued directors' fees
The number of Conditional Remuneration Shares to be issued to each KEFI Director and their resulting shareholdings are set out below:
Name | Number of | Number of | Number of | Value of |
existing Ordinary | Conditional | Ordinary Shares | Conditional | |
Shares | Remuneration | held on Second | Remuneration | |
Shares | Admission | Shares (£) | ||
Harry Anagnostaras- | ||||
Adams¹ | 81,159,883 | 33,333,333 | 114,493,216 | 200,000 |
(Executive Chairman) | ||||
John Leach | 45,311,457 | 16,666,667 | 61,978,124 | 100,000 |
(Finance Director) | ||||
Total Shares issued | 126,471,340 | 50,000,000 | 176,471,340 | 300,000 |
to Directors | ||||
The Directors will receive a portion of the Conditional Remuneration Shares through consultancy companies in which they have a stake.
- Semarang Enterprises Ltd a company of which Harry Anagnostaras-Adams is the sole director and sole shareholder and the Adams Superannuation Fund hold the 81,159,883 Ordinary Shares.
The participation in the Conditional Remuneration Issue by Executive Chairman Harry Anagnostaras- Adams and Finance Director John Leach, is being treated as a related party transaction under AIM Rule 13 of the AIM Rules. Alistair Clark, Mark Tyler and Richard Robinson, being the Directors independent of the Conditional Remuneration Issue, consider after having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the terms of the Conditional Remuneration Issue are fair and reasonable insofar as the Company's shareholders are concerned.
General Meeting
You will find at the end of this document a notice convening the General Meeting to be held at Hilton Hotel, 1 Achaion Street, Engomi, Nicosia, 2413, Cyprus on 26 March 2024 at 11:00 a.m. (EET) (9:00 a.m. (GMT)) to consider and, if thought appropriate, pass the Resolutions to permit the Directors to:
- issue the Conditional Remuneration Shares;
- grant the Rights under the Broker Warrants and the Adviser Warrants;
- grant authority to issue additional options within the rules of the Company's long-standing employee incentive options plan, including the provision that the total of incentive options on issue does not exceed ten per cent (10%) of the Company's issued share capital immediately following Second Admission; and
- grant authority to issue Ordinary Shares representing up to 20% of the Company's issued share capital immediately following Second Admission to new and existing Shareholders, such authority to be available for future share issuances up to the Company's annual general meeting in 2025 or 30 September 2025, whichever is the earliest.
Action to be taken in respect of the General Meeting
You can vote in respect of your shareholding by attending the General Meeting or by appointing one or more proxies to attend the meeting and vote on your behalf. If you appoint a proxy, you may still attend and vote at the General Meeting in person should you decide to do so.
Whether or not you propose to attend the General Meeting in person, you are requested to appoint a proxy who will be able to vote for you if you are prevented from attending.
Proxies may be appointed by either:
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Disclaimer
KEFI Minerals plc published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 07:28:03 UTC.
