TIDMKAT
RNS Number : 1567Z
Katoro Gold PLC
15 May 2019
Katoro Gold PLC (Incorporated in England and Wales)
(Registration Number: 9306219)
Share code on AIM: KAT
ISIN: GB00BSNBL022
("Katoro" or "the Company")
Dated: 15 May 2019
Katoro Gold PLC ("Katoro" or the "Company")
Investment and Joint Venture Agreement - African Battery Metals
plc
Katoro Gold PLC (AIM: KAT), the Tanzanian focused exploration
and development company, is pleased to announce that further to the
announcement of 15 March 2019 regarding the investment and option
agreement (the "Agreement"), AIM quoted African Battery Minerals
Plc ("ABM") (LON:ABM) has exercised its option to invest a further
GBP75,000 (the "Option").
Highlights:
-- ABM has exercised the Option to invest a further GBP75,000 to
acquire an additional 7,500,000 new ordinary shares of 1.0 pence
each in the capital of the Company ("Ordinary Shares") (the
"Tranche 2 Shares") at a price of 1.0 pence per share;
-- ABM will also be granted a further 7,500,000 warrants to
subscribe for 7,500,000 new Ordinary Shares at a price of 1.25
pence per share with a three-year life to expiry from today's date
(the "Warrants");
-- Of the Tranche 2 Shares and Warrants, 6,100,000 Tranche 2
Shares ("Initial Instalment Shares") will be issued now;
- the remaining 1,400,000 Tranche 2 Shares ("Second Instalment
Shares") and Warrants will be issued following Katoro's Annual
General Meeting, which is expected to be held in June 2019 where
additional authority to issue new Ordinary Shares will be included
in within the meeting resolutions;
- on admission of the Initial Instalment Shares, ABM will then
be interested in 5.16% of Katoro's issued share capital
- on admission of the Second Instalment Shares, ABM will then be
interested in 5.96% of Katoro's then issued share capital
-- As a result of the Option exercise, ABM will also acquire a
25% interest in Kibo Nickel Limited ("Kibo Nickel"), which, through
its wholly owned subsidiary, Eagle Exploration Limited ("Eagle"),
holds a 100% interest in the Haneti Nickel Project ("Haneti" or
"Haneti Project") in Tanzania. Katoro will retain a 75% interest in
Kibo Nickel;
- Going forward, ABM will be required to fund its 25% share of
the Haneti Project's costs, or its interest will be diluted in
accordance with standard industry fund or dilute provisions;
-- ABM retains the right, at its sole discretion, for 12 months,
to acquire a further 10% interest in Kibo Nickel for a further
payment to Katoro of GBP25,000 in cash;
-- Katoro and ABM will seek to, within one month, establish a
written joint venture agreement and associated shareholder
agreement in respect of Kibo Nickel, Eagle and Haneti;
-- As announced on 15 March 2019, under the Agreement, ABM has
already invested GBP25,000 to acquire 2,500,000 new Ordinary
Shares, and was also granted 2,500,000 warrants to subscribe for
2,500,000 new Ordinary Shares at a price of 1.25 pence per share
with a three-year life to expiry from 15 March 2019;
-- Katoro is required to allocate all monies received from ABM
under the Agreement, other than in respect of monies received on
the exercise of the warrants issued pursuant to the Agreement, to
the maintenance, exploration and development of Haneti; and
-- Save for certain circumstances, the warrants issued pursuant
to the Agreement may, until 1 July 2019, only be exercised by ABM
if such exercise does not dilute Kibo Energy PLC ("Kibo"), Katoro's
major shareholder, to less than 50.5% of the issued share capital
of Katoro at that time.
Louis Coetzee, Executive Chairman of Katoro Gold PLC commented:
"We are very pleased that ABM have exercised the Option to become a
partner in the Haneti Project. The joint venture establishes a
strategic partnership with ABM, with whom we can now proceed to
pursue the further exploration of Haneti and ultimately hopefully
unlock the full potential of this very promising project.
The partnership with ABM to advance Haneti, fits perfectly with
Katoro's development strategy for the project and will enable the
Company to execute its exploration program for Haneti quicker and
with more focus and intensity.
We are looking forward to working with ABM on an accelerated
exploration programme at Haneti, that builds on the extensive
existing knowledge that Katoro, and Kibo, its prior owner and
Katoro's majority shareholder, have gathered. This includes data
demonstrating 13.59% nickel in sampling of outcrops."
Admission to Trading and Total Voting Rights
Application will be made for the admission to trading on AIM of
the Initial Instalment Shares ("Admission"), with such Admission
expected to become effective on or around 22 May 2019. Following
Admission, the share capital of the Company will comprise
166,562,477 Ordinary Shares.
Each Ordinary Share has one voting right. No Ordinary Shares are
held in treasury. Accordingly, the total number of voting rights
will be 166,562,477 and this figure may be used by shareholders as
the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Katoro under the FCA's Disclosure Guidance and
Transparency Rules.
Following the Admission of the Initial Instalment Shares, Kibo
will be interested, in aggregate, in 90,945,754 Ordinary Shares
representing approximately 54.6% of the Company's then issued share
capital.
**ENDS**
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014.
For further information please visit www.katorogold.com or
contact:
Louis Coetzee louisc@katorogold.com Katoro Gold plc Executive Chairman
Richard Tulloch +44 (0) 20 7409 Strand Hanson Limited Nominated Adviser
Ritchie Balmer 3494
Georgia Langoulant
Ben Tadd +44 (0) 20 3700 SVS Securities Broker
Tom Curran 0093
Isabel de Salis +44 (0) 20 7236 St Brides Partners Investor and Media
1177 Ltd Relations Adviser
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END
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