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, ANY TERRITORY OR POSSESSION
THEREOF OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
24 April 2024
Hamak
Gold Limited
("Hamak Gold" or the "Company")
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.
For
further information you are invited to view the company's website
at www.hamakgold.com or please
contact:
|
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
|
About Hamak Gold Limited
Hamak Gold Limited (LSE: HAMA) is a
UK listed company focussed on gold exploration of a portfolio of
licences in highly prospective areas of Liberia, where significant
drilling results have identified a new high-grade gold discovery
with the discovery hole returning 20m @ 7g/t Au near
surface.
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Nicholas Karl Smithson
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Executive Director
|
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Hamak Gold Limited
|
|
b)
|
LEI:
|
213800KTOST6JI2R2865
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary shares of no par value
each
|
|
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
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Hamak Gold Limited
|
|
b)
|
LEI:
|
213800KTOST6JI2R2865
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary shares of no par value
each
|
|
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
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Hamak Gold Limited
|
|
b)
|
LEI:
|
213800KTOST6JI2R2865
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary shares of no par value
each
|
|
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
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Hamak Gold Limited
|
|
b)
|
LEI:
|
213800KTOST6JI2R2865
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary shares of no par value
each
|
|
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
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Hamak Gold Limited
|
|
b)
|
LEI:
|
213800KTOST6JI2R2865
|
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Ordinary shares of no par value
each
|
|
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
|