KEFI Gold and Copper plc (LON:KEFI), a gold and copper exploration and development company focused on the Arabian-Nubian Shield with a pipeline of projects in the Federal Democratic Republic of Ethiopia, and the Kingdom of Saudi Arabia, has announced a proposed placing to raise gross proceeds of approximately £34 million (approximately US$45 million) before expenses, via the issue of new ordinary shares of £0.001 each in the capital of the Company at a price of 1.2 pence per share to institutional investors. The Placing is to be conducted by way of an accelerated bookbuild process, launched with immediate effect. The final number of Placing Shares will be determined following the closing of the bookbuild.
The Company also announces that a concurrent separate retail offering (the “Retail Offering”) will be opened shortly to enable eligible investors and retail shareholders to participate in the Fundraise for an amount of up to £1 million (approximately US$1.3 million) before expenses, through the issuance of up to 83,333,333 new Ordinary Shares at the Issue Price. The Retail Offering is not made subject to the terms and conditions set out in the Appendix and instead a separate announcement will be made shortly providing further details of the Retail Offering and its terms.
Alongside the Placing and the Retail Offering, the Company intends to issue up to 71,048,917 new Ordinary Shares at the Issue Price to certain service providers of the Company to settle outstanding fees totalling approximately £853,000. The Retail Offering and the Subscription are conditional on the Placing, but the Placing is not conditional on the Retail Offering or the Subscription.
The net proceeds of the Placing will be utilised by the Company to complete and optimise the project financing for the Tulu Kapi project in Ethiopia, fund exploration activities, fund a cost overrun cash reserve and for general working capital purposes. The total proceeds raised by the Company to fund the Tulu Kapi project following completion of the Placing will be approximately US$355 million, which exceeds the anticipated US$330 million total project capital cost.
Stifel Nicolaus Europe Limited and Tavira Financial Limited are acting as joint bookrunners in relation to the Placing.
Unless the context otherwise provides, capitalised terms used in this announcement have the meanings ascribed to them in the section headed “Definitions” at the end of this Announcement.
HIGHLIGHTS
· Intention to conduct a Placing to raise gross proceeds of approximately £34 million (approximately US$45 million) before expenses, via the issue of new Ordinary Shares in the Company
· The New Shares will represent approximately 28 per cent. of the existing issued ordinary share capital of the Company
· The net proceeds of the Fundraise, together with previously announced project development financings, are intended to be used to:
o Finalise and optimise the Tulu Kapi project development capital structure;
o Fund exploration activities in Ethiopia, including the planned phase two expansion of Tulu Kapi via underground mining, where there remains significant potential high grade, high value, upside at depth, and wider exploration activities focused on highly prospective, but under explored, areas of Ethiopia;
o Fund a cost overrun cash reserve to serve as a buffer during the Tulu Kapi construction phase; and
o For general working capital purposes.
· Strong commodity prices and active capital markets have driven increased interest in the Company from a broad range of investors
· It is expected that the Placing Shares will be settled in two tranches. The first tranche of Placing Shares (the “First Tranche Placing Shares”) will be issued under the Company’s existing shareholder authorities and is expected to settle on 24 March 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 31 March 2026). The issue of the second tranche of Placing Shares (the “Second Tranche Placing Shares”), comprising Placing Shares in excess of the Company’s existing shareholder authorities, as well as the Retail Shares and the Subscription Shares, will be conditional on shareholder approval at a General Meeting. Therefore, subject to the results of the Placing, the Company intends to convene a shareholder meeting, expected to be held on or around 14 April 2026, to approve the allotment of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares on a non-pre-emptive basis. KEFI will publish a Notice of General Meeting setting out the shareholder resolutions requiring approval, and the Board of KEFI’s recommended support for it, on or around the week commencing 23 March 2026. Admission of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares is expected by 8.00 a.m. on 16 April 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 23 April 2026). The issue of the First Tranche Placing Shares will not require or be conditional upon further shareholder approval.
KEFI Gold and Copper Founder and Executive Chairman, Harry Anagnostaras-Adams, commented:
“Today’s capital raising not only wraps up the Tulu Kapi development funding but does so in a manner which replaces some higher cost capital. Importantly, it also provides the required funding to re-initiate strategic exploration, both at Tulu Kapi and more widely, and expands the institutional participation in our share register – important for our intended transition to the Main Market of the London Stock Exchange in due course.”
· KEFI announces a conditional retail offer of new Ordinary Shares via RetailBook;
· The Issue Price for the new Ordinary Shares is 1.2 pence per new Ordinary Share;
· Investors can take part through RetailBook’s partner network of retail brokers, wealth managers and investment platforms (subject to such partners’ participation);
· Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (“GIAs“);
· The RetailBook Offer is available to both existing shareholders and new investors;
· There is a minimum subscription of £250 per investor in the RetailBook Offer;
· No commission will be charged by RetailBook on applications to the RetailBook Offer;
· Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact [email protected];
· UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.
The RetailBook Offer
KEFI Gold and Copper, a gold and copper exploration and development company focused on the Arabian-Nubian Shield with a pipeline of projects in the Federal Democratic Republic of Ethiopia, and the Kingdom of Saudi Arabia, has announced a conditional retail offer of new ordinary shares in the capital of the Company via RetailBook at an issue price of 1.2 pence per new Ordinary Share. The issue of the Ordinary Shares pursuant to the RetailBook Offer will be subject to approval by shareholders at a general meeting of the Company to be held on or around 14 April 2026.
As announced by the Company earlier today, the Company is also conducting a firm placing and a conditional placing of new Ordinary Shares to institutional investors by way of an accelerated bookbuilding process at the Issue Price and a conditional subscription of new Ordinary Shares at the Issue Price . The Conditional Placing and the Conditional Subscription are also subject to approval by shareholders at the General Meeting. For the avoidance of doubt, the RetailBook Offer is not part of the Placing.
The RetailBook Offer is also conditional on the new Ordinary Shares to be issued pursuant to the RetailBook Offer and the Placing being admitted to trading on the AIM market of the London Stock Exchange (“Admission“). Admission is expected to take place at 8:00 a.m. on 16 April 2026.
The RetailBook Offer will not be completed without the Placing also being completed.
The Company will use the proceeds of the Fundraise to conclude the US$330 million funding requirement for the Tulu Kapi project in Ethiopia. The proceeds will also be used to reinitiate exploration activities for KEFI in Ethiopia enabling the Company to continue to add value for shareholders. Finally, the proceeds will also be used to fund a cost overrun cash reserve as well as general working capital purposes, thus mitigating against any unforeseen cost escalation or delays to the Tulu Kapi project development.
Reason for the RetailBook Offer
The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail and other interested investors the opportunity to participate in the RetailBook Offer.
The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The RetailBook Offer is expected to close at 4:30 p.m. on 23 March 2026 and may close earlier at the discretion of the Company or if it is oversubscribed.
Investors can participate through RetailBook’s partner network of investment platforms, retail brokers and wealth managers, subject to such partners’ participation. More information on RetailBook’s partner network can be found here.
Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.
The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact [email protected]. UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.
Eligibility for the RetailBook Offer
The RetailBook Offer is available to new investors and existing shareholders of the Company. To be eligible to participate in the RetailBook Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for new Ordinary Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.
Some partners may only accept applications from existing shareholders and/or existing customers.
There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the RetailBook Offer.
The Company reserves the right to scale back any order under the RetailBook Offer at its discretion. The Company reserves the right to reject any application for subscription under the RetailBook Offer without giving any reason for such rejection.
Investors should also note that the RetailBook Offer will remain open alongside a live share price and the market price of the shares may be less than the Issue Price.
It is a term of the RetailBook Offer that the aggregate value of the shares available for subscription at the Issue Price does not exceed £1 million.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.
An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.
