TIDMCOBR
RNS Number : 4568D
Cobra Resources PLC
19 October 2022
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE
PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY
("FCA") AND IS NOT A PROSPECTUS NOR AN OFFER OF SECURITIES FOR SALE
IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
("UK") PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED
IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
(AS DEFINED IN UK MARK) IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES (INCLUDING ANY
TERRITORY OR POSESSION THEREOF, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
Neither this announcement, nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the
"Prospectus"). A copy of the Prospectus, when published, will be
made available for inspection on the Company's website at
https://cobraplc.com/investors/ and will be submitted to the
National Storage Mechanism maintained by the FCA and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
19 October 2022
Cobra Resources plc
("Cobra" or the "Company")
Proposed Placing
Conditional Placing to fast-track rare earth and gold resource
growth through further drilling
Cobra, a gold, rare earth and IOCG exploration company focused
on the Wudinna Project in South Australia, announces a conditional
placing (the "Placing") of 86,666,668 ordinary shares of nominal
value one pence each in the capital of the Company (the "Placing
Shares") at a price of 1.5 pence per Placing Share (the "Placing
Price"), raising gross proceeds of approximately GBP1,300,000.
The Placing Shares will be issued with warrants attached on the
basis of one warrant for every two Placing Shares, with each
placing warrant entitling the holder to acquire one new Ordinary
Share at an exercise price of 3.0 pence.
Cobra has engaged Shard Capital Limited ("Shard Capital") to act
on behalf of the Company in a joint broker capacity. The Placing
was arranged by SI Capital Limited ("SI Capital"), Shard Capital,
Peterhouse Capital Limited ("Peterhouse Capital"), and Taylor
Collison Limited ("Taylor Collison"), each in its respective
capacity as a joint broker to the Company.
The Placing is conditional, inter alia, on the publication of
the Prospectus. It is anticipated that the Prospectus will be
published shortly and a further announcement concerning Prospectus
publication, closing of the Placing, and the date for admission of
the Placing Shares to trading on the standard segment of the
Official List of the FCA and to trading on the main market for
listed securities of London Stock Exchange plc ("Admission"), will
be made in due course.
Directors' participation in the Placing
All of the Directors have agreed to subscribe for Placing Shares
at the Placing Price. The number of Placing Shares subscribed for
by each of these Directors pursuant to the Placing, and their
resulting shareholdings on Admission, are set out below:
Director Number Number Number Percentage
of Existing of New of Ordinary of enlarged
Ordinary Ordinary Shares share capital
Shares Shares held on Admission
subscribed on Admission
for in
the Placing
David Clarke 41,445,376 3,333,333 45,636,165 8.90%
Greg Hancock - 400,000 400,000 0.08%
Rupert Verco - 333,332 333,332 0.07%
Dan Maling 675,000 400,000 1,075,000 0.21%
Substantial Shareholders' participation in the Placing
The substantial shareholders noted below (together the
"Substantial Shareholders"), have agreed to subscribe for Placing
Shares at the Placing Price. The number of Placing Shares
subscribed for by the Substantial Shareholders pursuant to the
Placing, and their resulting shareholdings on Admission, are set
out below:
Substantial Shareholder Number of Number of Number Percentage
Existing New Ordinary of Ordinary of enlarged
Ordinary Shares subscribed Shares held share capital
Shares for in the on Admission on Admission*
Placing
Penn Nominees Pty
Ltd (Melbourne) 41,445,376 3,333,334 47,810,082 9.32%
Craig P Ball and
Suzanne K Ball 41,445,376 3,333,333 45,636,166 8.90%
Cobra is a company incorporated in England and Wales with
company number 11170056 . The Ordinary Shares are registered with
ISIN GB00BGJW5255, SEDOL code BGJW525 and TIDM COBR.
Greg Hancock, Chairman of Cobra, commented:
"Since Cobra's re-listing in 2019, the Company has made notable
exploration progress. During the first half of this year, Cobra
defined significant gold mineralisation outside the Company's
existing mineral resource and a province scale clay hosted rare
earth opportunity, whilst expanding its land holding in the
world-class Gawler Craton.
The Company, with the help of this fundraising, remains focused
on capitalising on the exceptional opportunity to develop a unique
multi-mineral resource in a tier-1 mining jurisdiction, with rare
earth metals considered key to global decarbonisation, and gold
widely recognised as a valuable and stable commodity.
Funds being raised through this Placing will enable us to fast
track our rare earth resource growth and continue to advance our
existing gold mineral resource through strategic exploration work,
which should generate significant shareholder value. This is an
exciting time for Cobra and its shareholders."
Use of funds
The net Placing proceeds (the "Proceeds") are estimated to be
approximately GBP1,180,000. It is anticipated that at least
GBP1,010,000 of the Proceeds will be committed to additional
exploration activities in relation to the rare earth opportunities
at the Wudinna Project. In particular, the Proceeds will be applied
to:
Extensive Rare Earth Elements ("REE") Expansion Drilling:
Cobra's forward-looking approach to resource development is aimed
at systematically advancing both REE and gold resource growth. The
Company plans to execute an extensive 10,000m aircore programme
aimed at doubling the footprint of known REE mineralisation at
Clarke and Thompson, infill to improve resource confidence, and
advance priority target areas such as Bradman, Lilliee and Anderson
that have gold in calcrete signatures and are identified as being
prospective for ionic clay hosted REE mineralisation.
RC Resource Definition Drilling: 5,000m of follow-up drilling is
planned, aimed at expanding gold and REE resources at Clarke with
follow-up drilling targeting depth, and further along strike
extensions to gold mineralisation. Additionally, near resource
drilling will be completed at Barns to test northwestern gold in
calcrete anomalies. Cobra will also test supportive indications for
additional gold mineralisation from aircore drilling and provide
quantitative samples for further metallurgical rare earth recovery
testing.
Mineral Speciation and Recovery Testwork: the framework for a
comprehensive multi-stage optimisation study is being developed to
improve the extractability of high-value REEs at Thompson, Clarke,
and Baggy Green prospects among others.
Re-negotiation of Native Title Agreement : the current working
native title agreement with the Barngarla People lies with
Peninsula Resources Limited. A new agreement enabling the Company
to continue exploration within Barngarla's traditional land is
expected to be negotiated.
Pipeline Target Advancement: advancing a number of gold, REE and
IOCG targets through refined geophysics. Cobra has successfully
implemented Loupe TEM to advance REE prospectivity, and a ground
gravity survey of IOCG targets 4 and 5 is planned, as well as
electromagnetics surveys to advance camp scale prospects east of
the Clarke prospect. Funds will also be applied to advance the 100%
owned Wudinna tenements to maiden drill testing.
The balance of the proceeds of the Placing will be used by the
Company for general working capital purposes.
For further information please contact:
Cobra Resources plc via Vigo Consulting
Rupert Verco (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
SI Capital Limited (Joint Broker)
Nick Emerson
Sam Lomanto +44 (0)1483 413 500
Shard Capital Limited (Joint Broker)
Erik Woolgar
Damon Heath +44 (0)20 7186 9952
Peterhouse Capital Limited (Joint
Broker)
Duncan Vasey
Lucy Williams +44 (0)20 7469 0932
Vigo Consulting (Financial Public
Relations)
Ben Simons
Charlie Neish
Kendall Hill +44 (0)20 7390 0234
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal
adviser to Cobra.
For the purposes of UK MAR, the person who arranged for the
release of this announcement was Rupert Verco, Managing Director of
the Company.
About Cobra:
Cobra is defining a unique multi-mineral resource at the Wudinna
Project in South Australia's Gawler Craton, a tier one mining and
exploration jurisdiction which hosts several world-class mines.
Cobra's Wudinna tenements, totalling 3,261 km(2) , contain
extensive orogenic gold mineralisation and are characterised by
potentially open-pitable, high-grade gold intersections, with ready
access to infrastructure. Cobra has 22 orogenic gold targets
outside of a current 211,000 Oz JORC Mineral Resource Estimate. In
2021, Cobra discovered rare earth mineralisation proximal to and
above gold mineralisation. The grades, style of mineralogy and
intersect widths are highly desirable while the mineralisation has
been demonstrated to be regionally scalable. The Company is also
advancing a pipeline of IOCG targets.
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/cobraresourcesplc
Twitter: https://twitter.com/Cobra_Resources
Subscribe to our news alert service: https://cobraplc.com/news/
Important Legal Information
SI Capital, Shard Capital and Peterhouse, which are each
authorised and regulated in the UK by the FCA, and Taylor Collison,
which holds an Australian Financial Services Licence in Australia,
are acting solely and exclusively for the Company and no one else
in connection with the Placing or Admission and will not regard any
other person(s) as a client in relation to the Placing or
Admission.
None of the Joint Brokers will be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or
Admission or any transaction, matter, or arrangement referred to in
this announcement.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
this announcement constitute or form part of any invitation or
inducement to engage in investment activity. No reliance may be
placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness. The
contents of this announcement are not to be construed as legal,
financial or tax advice.
The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"). The securities referred to in this
announcement may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. There will be
no public offer of securities in the United States or in any other
jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Ordinary Shares or any other
securities, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor.
This announcement may include forward-looking statements, which
are based on current expectations and projections about future
events. These statements may include, without limitation, any
statements preceded by, followed by or including words such as
"target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have",
"likely", "should", "would", "could" and any other words and terms
of similar meaning or the negative thereof. These forward-looking
statements are subject to risks, uncertainties and assumptions
about Cobra. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends
or activities underlying past performance will continue in the
future. No representation or warranty is made or will be made that
any forward-looking statement will come to pass. The
forward-looking statements in this announcement speak only as at
the date of this announcement.
The information in this announcement is subject to change.
Persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the
Prospectus.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
Each of Cobra and its respective affiliates as defined under
Rule 501(b) of Regulation D of the Securities Act, expressly
disclaims any obligation or undertaking to update, review or revise
any forward-looking statements contained in this announcement and
disclaims any obligation to update its view of any risks or
uncertainties described in this announcement or to publicly
announce the results of any revisions to the forward-looking
statements made in this announcement, whether as a result of new
information, future developments or otherwise, except as required
by law.
Neither the contents of Cobra's website nor or any websites
accessible by hyperlinks on Cobra's website are incorporated by
reference into, and do not form part of, this announcement.
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