Fundraising and Issue of Shares to Directors
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Fundraising
Issue of Shares to Directors
Hamak Gold Limited (LSE: HAMA) announces that it has raised gross proceeds of £200,000 (before expenses) via the issue of 16,000,000 new ordinary shares of no par value ("Ordinary Shares") at a price of £0.0125 each (the "Issue Price") (the "New Issue Shares") by the Company's broker Peterhouse Capital Limited ("Peterhouse"). Each New Issue Share will have one attaching warrant for every one New Issue Share, exercisable at 3 pence for a period of 12 months from the date of admission of the New Issue Shares ("New Issue Share Warrants"). The New Issue Share Warrants will be subject to an acceleration clause whereby, if the Company's Ordinary Shares trade at a volume average weighted price of 4 pence (mid-price) for five consecutive business days, the Company shall have the right but not the obligation to serve notice to warrant holders, providing 7 calendar days notice to exercise the New Issue Share Warrants. Each warrant holder will have up to 14 calendar days to pay for the exercise of their New Issue Share Warrants, subject to the terms of the Warrant Deed, otherwise such New Issue Share Warrants will be forfeited and lapse.
The proceeds of the fundraising will be used for general working capital and progressing the exploration at the Nimba high-grade gold discovery to conduct detailed geological and structural mapping and trenching in order to identify the next series of drill holes associated with the strong 3km long gold zone that the Company has defined and which has yielded a best drill intersect of 20m @ 7g/t Au (including 5m @22g/t Au).
In addition the Company is also issuing a total of 14,512,381 new Ordinary Shares at the same Issue Price to settle certain fees and debts owed to Directors and Professional Advisers (the "Settlement Shares")
Background
The Company is currently unable to issue and admit the entirety of the New Issue Shares without either the publication of an FCA approved prospectus or relying upon an exemption to the requirement to issue a prospectus. Consequentially, this fundraise involves a combination of a subscription by Karl Smithson, Executive Director of Hamak, for 16,725,865 new Ordinary Shares in the Company (the "Director Shares"), at the Issue Price, and a placing and subscription by new investors introduced by Peterhouse, of the balance of 5,946,516 New Issue Shares, again at the same Issue Price.
Following Admission, Karl Smithson has agreed to immediately sell 10,053,484 of the Director Shares, at the same £0.0125 Issue Price, to certain investors; of the balance of the Director Shares issued, 3,120,000 will be utilised to cover settlement of Professional Adviser Fees as set out below, and 3,552,381 in settlement of salaries and fees issued to non-directors.
Settlement Shares in Lieu of Director Salaries
In addition to the above issuance of New Issue Shares, the Company also intends to issue a total of 7,840,000 new Ordinary Shares directly to certain of the Directors and management of the Company at the Issue Price in lieu of, and in satisfaction of, salary and fees due to them up until the end of March 2024 as set out in the following table:
| Director | Ordinary Shares to be issued | Total Ordinary Shares after issue | Percentage of Enlarged Share Capital |
|---|---|---|---|
| Karl Smithson | 2,333,333 | 7,159,724 | 8.83% |
| Amara Kamara | 2,706,667 | 27,878,643 | 34.39% |
| Martin Lampshire | 933,333 | 2,653,838 | 3.27% |
| Niall Young | 933,333 | 1,445,150 | 1.78% |
| Julius Baden | 933,333 | 1,595,150 | 1.97% |
Settlement Shares in Lieu of Professional Advisers Fees
In settlement for accrued retainer and commission fees, Hamak also intends to issue a total of 3,120,000 new Ordinary Shares to Peterhouse, at the Issue Price, representing full settlement of all outstanding retainer and commission fees owed by the Company.
Application will be made for the new Ordinary Shares to be admitted to trading on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to take place on or around 1 May 2024.
Total Voting Rights
Following Admission, the Company has 81,075,903 Ordinary Shares of no par value in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore 81,075,903. This figure of 81,075,903 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.
| Hamak Gold Limited Amara Kamara Karl Smithson | +231 (0) 77 005 0005 +44 (0) 77 837 07971 | |
| Peterhouse Capital Limited (Broker) Lucy Williams Guy Miller Yellow Jersey PR Sarah Hollins Annabelle Wills | +44 (0) 20 7469 0930 + 44 (0) 7948 758 681 | |
| a) | Name: | Nicholas Karl Smithson |
| 2. | Reason for the notification | |
| a) | Position/status: | Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Hamak Gold Limited |
| b) | LEI: | 213800KTOST6JI2R2865 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value each VGG4256S1048 |
| b) | Nature of the transaction: | Issue of Ordinary Shares in Lieu of Directors Fees |
| c) | Price(s) and volume(s): | Purchase of shares Price(s) Volume(s) Nil Consideration 2,333,333 |
| d) | Aggregated information: Aggregated volume: Price(s) and volumes: | Single transaction as in 4 c) above |
| e) | Date of the transaction: | 23 April 2024 |
| f) | Place of the transaction: | Main Market London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | Amara Kamara |
| 2. | Reason for the notification | |
| a) | Position/status: | Executive Chairman |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Hamak Gold Limited |
| b) | LEI: | 213800KTOST6JI2R2865 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value each VGG4256S1048 |
| b) | Nature of the transaction: | Issue of Ordinary Shares in Lieu of Directors Fees |
| c) | Price(s) and volume(s): | Purchase of shares Price(s) Volume(s) Nil Consideration 2,706,667 |
| d) | Aggregated information: Aggregated volume: Price(s) and volumes: | Single transaction as in 4 c) above |
| e) | Date of the transaction: | 23 April 2024 |
| f) | Place of the transaction: | Main Market London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | Martin Lampshire |
| 2. | Reason for the notification | |
| a) | Position/status: | Non-Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Hamak Gold Limited |
| b) | LEI: | 213800KTOST6JI2R2865 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value each VGG4256S1048 |
| b) | Nature of the transaction: | Issue of Ordinary Shares in Lieu of Directors Fees |
| c) | Price(s) and volume(s): | Purchase of shares Price(s) Volume(s) Nil Consideration 933,333 |
| d) | Aggregated information: Aggregated volume: Price(s) and volumes: | Single transaction as in 4 c) above |
| e) | Date of the transaction: | 23 April 2024 |
| f) | Place of the transaction: | Main Market London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | Niall Young |
| 2. | Reason for the notification | |
| a) | Position/status: | Non-Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Hamak Gold Limited |
| b) | LEI: | 213800KTOST6JI2R2865 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value each VGG4256S1048 |
| b) | Nature of the transaction: | Issue of Ordinary Shares in Lieu of Directors Fees |
| c) | Price(s) and volume(s): | Purchase of shares Price(s) Volume(s) Nil Consideration 933,333 |
| d) | Aggregated information: Aggregated volume: Price(s) and volumes: | Single transaction as in 4 c) above |
| e) | Date of the transaction: | 23 April 2024 |
| f) | Place of the transaction: | Main Market London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | Julius Baiden |
| 2. | Reason for the notification | |
| a) | Position/status: | Non-Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Hamak Gold Limited |
| b) | LEI: | 213800KTOST6JI2R2865 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value each VGG4256S1048 |
| b) | Nature of the transaction: | Issue of Ordinary Shares in Lieu of Directors Fees |
| c) | Price(s) and volume(s): | Purchase of shares Price(s) Volume(s) Nil Consideration 933,333 |
| d) | Aggregated information: Aggregated volume: Price(s) and volumes: | Single transaction as in 4 c) above |
| e) | Date of the transaction: | 23 April 2024 |
| f) | Place of the transaction: | Main Market London Stock Exchange |
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