TIDMCOBR
RNS Number : 4035Y
Cobra Resources PLC
09 September 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY NEWS SERVICE, THIS INSIDE
INFORMATION 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 THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
9 September 2020
Cobra Resources plc
("Cobra" or the "Company")
Notice of General Meeting
Cobra Resources plc (LSE: COBR), the owner of the Wudinna Gold
Project on the Eyre Peninsula in the Central Gawler Gold Province,
a 450-kilometre-long arcuate belt in South Australia , announces
that it is convening a general meeting of shareholders to be held
on 2 October 2020 at 9.30am.
The full text of the letter from the Chairman is set out below
and a copy of the circular convening the meeting (the "Circular")
has been posted to the Company's website at
https://cobraplc.com/category/circulars-notices/ .
Introduction
I look forward to welcoming you at the Cobra Resources plc (the
"Company" or "Cobra") General Meeting ("GM"), on 2 October 2020.
The GM will start at 9:30 a.m.
In light of the ongoing Coronavirus pandemic and with a view to
taking appropriate measures to safeguard its shareholders health
and make the GM as safe and efficient as possible, the Company is
invoking certain provisions in its articles of association which
allow the Company to hold virtual shareholder meetings.
Accordingly, we appreciate that whilst the Company has previously
held an annual general meeting ("AGM") in this way, I will explain,
at the end of this explanatory letter, the impact on the operation
of the GM and the voting process in some detail.
Reasons for the General Meeting
(i) Raising of finance
As Shareholders will be aware, the Company has taken advantage
of the positive gold market to raise additional finance to take
forward our development plans for the Lady Alice Project and earn
our 50% interest in the Wudinna Project. On 13 August 2020, the
Company announced that it had raised a further GBP1.5 million,
before expenses, through the issue of 1,500,000 zero coupon
convertible loan notes ("CLNs") with a conversion price of 2.3p per
ordinary share of GBP0.01 in the capital of the Company ("Ordinary
Share"), with new and existing investors.
The CLNs have a one year maturity and are convertible into
Ordinary Shares, at the election of the Company, on the Company
publishing a new prospectus in order to allow the Ordinary Shares
into which the CLNs convert, to be admitted to the standard segment
of the Official List of the Financial Conduct Authority ("FCA") and
to trading on the London Stock Exchange plc (the "Prospectus");
conversions of the CLNs are not permitted prior to the publication
of the Prospectus.
The Ordinary Shares issued on the conversion of the CLNs (the
"CLN Shares") each have a warrant attached entitling the holder to
subscribe for an additional Ordinary Share at a price of 3p (the
"CLN Warrants"). The CLN Warrants have a life of 2 years from the
date of the publication of the Prospectus and are subject to
accelerated mandatory exercise if the Company's 5-day volume
weighted share price exceeds 4.5p. The conversion price for the
CLNs at 2.3p per Ordinary Shares represented a discount of 6% per
cent. to the 5-day volume weighted average price to 12 August 2020.
In addition, a total of 2,130,435 warrants on identical terms to
the CLN Warrants have been issued to advisers in connection with
the issue of the CLNs (the "Adviser Warrants").
(ii) Equity under the new drilling program
We also announced on 24 August 2020 that the Company was
planning to initiate a drilling program at The Gawler Craton. The
Gawler Craton has been home to some of the largest IOCG discoveries
in Australia including Olympic Dam, as well as Prominent Hill and
Carrapateena. Cobra's Wudinna tenements contain extensive orogenic
gold mineralisation and are characterised by potentially
open-pitable, high grade gold intersections, with ready access to
nearby infrastructure, as well as 4 potential IOCG targets.
The Company is planning to complete 3 exploration programs in
the second half of 2020, which will include up to 45 reverse
circulation ("RC") holes and up to 6,750m of drilling. Prospects to
be explored include Baggy Green, Baggy Green North, Clarke, Laker
and Larwood. While individual programs will focus on specific
objectives such as defining the orientation and extensions of
mineralisation, the strategic aim is to build towards the Board's
initial target of a 1m oz gold resource, with specific objectives
including:
-- Confirm orientation and extend the mineralisation at Baggy Green and Barns
-- Define orientation and continuity of mineralisation at Clarke / Laker
-- Make new gold discoveries at Larwood and Baggy Green North
Significantly, the Company also expects to achieve its Stage 1
earn-in commitment with its joint venture partner Andromeda Metals
Ltd (ASX:ADN) of A$2.1 million shortly after the completion of the
first program. This will see the Company secure its initial 50%
stake in the Wudinna Gold project.
The Company has concluded a Drilling Equity Agreement with
Hagstrom Drilling, and its owners, to provide RC drilling services
at the Wudinna Gold Project. Hagstrom drilling is an experienced
drilling contractor located in Perth, Western Australia with a
fleet of over 22 drilling rigs. Hagstrom, and its owners, have
agreed to a fixed price contract for the Wudinna drilling
programme, reducing the drilling cost risk for the planned
exploration programme. Hagstrom has also agreed to take 33.34% of
this fixed cost as equity for up to a total of 10,000m of RC
drilling, fixed at a subscription price of 2.3 pence per ordinary
share. If the full 10,000m of RC drilling is conducted, the Company
will issue up to 6,138,909 Ordinary Shares credited as fully paid
at the CLN conversion price of 2.3 pence per share in respect of
the equity component of the agreement.
Whilst Shareholders approved authorities to issue new shares at
the AGM held on 30 June 2020, we are now approaching Shareholders
for specific approval for the issue of the shares: (i) into which
the CLNs convert and for the exercise of any of the warrants issued
to the holders of the CLNs or the advisers in connection with CLN
issue; and (ii) to allow the issue of up to 6,138,909 new Ordinary
Shares to Hagstom Drilling (the "Supplier Shares").
Subject to Shareholders approving the resolutions, we intend to
seek the approval of the FCA for a new prospectus to allow the CLN
Shares and the Supplier Shares to be admitted to the standard
segment of the official list of the FCA and to trading on the
London Stock Exchange. The prospectus will also extend to any
shares issued in connection with the exercise of the exercise of
the CLN Warrants or the Adviser Warrants. A prospectus is required
because under the Prospectus Regulation the maximum number of
shares which may be admitted to trading on a regulated market is
capped at 20% of the issued share capital in any 12 month period, a
level which we have reached as a result of the equity fundraise on
7 May 2020.
The Resolutions
We are asking Shareholders to consider and approve two
resolutions at the GM, of which Resolution 1 will be proposed as an
ordinary resolution and Resolution 2 will be proposed as a special
resolution.
Resolution 1 - ordinary resolution concerning the authority of
the Directors to allot shares (Section 551 of the Companies Act
2006 (the "2006 Act"))
The resolution seeks a new authority and power, in addition to
the authority and power taken at the AGM on 30 June 2020, to confer
on the directors the authority to allot relevant securities up to
an aggregate nominal amount equal to the Section 551 of the 2006
Act amount of GBP1,387,043 representing the aggregate nominal value
of the CLN Shares and the Supplier Shares.
Resolution 2 - special resolution: authority for disapplication
of pre-emption rights (Section 561 of the 2006 Act)
The resolution seeks that, subject to and conditionally upon the
passing of Resolution 1, the directors of the Company are hereby
empowered pursuant to a new authority and power, in addition to the
authority and power taken at the AGM on 30 June 2020, to allot
relevant securities pursuant to section 570 of the 2006 Act for
cash pursuant to the authority conferred by Resolution 1 as if
section 561 of the 2006 Act did not apply to any such allotment
provided that such power shall be limited to the allotment of
relevant securities in connection with the CLN Shares, the Supplier
Shares and any exercise of the CLN Warrants or the Adviser
Warrants.
Recommendation
The Board is recommending that Shareholders support all the
Resolutions as they intend to do in respect of their holdings being
in aggregate 19,074,146 Ordinary Shares representing 10.19% of the
outstanding voting rights.
Procedure
1. Before the GM
In the usual way we ask and encourage shareholders to vote for
the GM resolutions by appointing the Chairman as a shareholder's
proxy. Accordingly, shareholders are encouraged to vote their
shares electronically at www.signalshares.com. On the home page,
search "Cobra Resources plc" and then register or log in, using
your Investor Code. To vote at the GM, click on the "Vote Online
Now" button by not later than 9:30 am on 30 September 2020 (or 48
hours (excluding weekends and public holidays) before the time
appointed for any adjournment of it). Electronic votes and proxy
votes should be submitted as early as possible and, in any event,
to be received by no later than 9:30 am on 30 September 2020.
Any power of attorney or other authority under which the proxy
is submitted must be sent to the Company by emailing it to
info@cobraplc.com or sending it to (Link Asset Services, PXS1, 34
Beckenham Road, Beckenham, Kent, BR3 4ZF) so as to have been
received by the Company's Registrars by not later than 9:30 am on
30 September 2020 (or 48 hours (excluding weekends and public
holidays) before the time appointed for any adjournment of it).
In accordance with our articles of association, as Chairman, I
am formally requiring that all of the voting at the meeting will be
conducted on a poll and there will be no show of hands. This means
that your votes will all be counted for all the shares that you
have.
Please remember to submit any questions in advance in accordance
with the instructions on pages 3 and 9 of the Circular by email to
info@cobraplc.com with the subject line "GM Question".
If you wish to appoint a corporate representative, please
contact the Registrar in the usual way.
2. On the Day of the Meeting
The meeting takes place at 9:30 a.m. on 2 October 2020.
To join the meeting type (or paste) the following web address
into your web browser:
https://mmitc.webex.com/mmitc/onstage/g.php?MTID=eeb5ae4d235230ebd7b5b75f8e9a9ad4c
You will be asked to enter a password to gain access to the
meeting. This code can be found on the letter notifying you about
the holding of the GM. Please keep this safe, if you have lost the
password, or need help, email info@cobraplc.com.
When the meeting opens at the appointed time, you will be able
to see and hear the Chairman. The Chairman will open the meeting
and address any questions that have been submitted in advance.
There will then be a short opportunity to put any additional
questions. Shareholders should indicate if they would like to ask a
question using the electronic "raise your hand" feature or by
typing their question into the Q&A box in the meeting. All
attendees will remain muted by the host unless and until they are
invited to ask a question.
The Chairman will then formally put the resolutions to the
meeting and advise of the proxy votes received in advance.
The meeting will then formally close.
Shareholders will have the option to download and submit an
electronic poll card to record their vote. If you (a) have already
submitted a proxy instruction and do not wish to change your vote;
or (b) do not wish to vote, you can skip this step.
The voting facility will switch off 30 minutes after the close
of the meeting.
The results of the meeting will be announced by RNS and posted
to the Company's website www.cobraplc.com on the day of the
meeting. The full poll results will also be published on this
website at the same time.
The Board is recommending that Shareholders support all the
Resolutions before the GM by returning your proxy vote at
www.signalshares.com
You are entitled to request a hard copy form of proxy directly
from the Company by emailing info@cobraplc.com. However, online
voting is quicker and more secure than paper voting, and saves
Cobra time and resources in processing the votes. If you have not
already done so, I urge you to visit the Registrar's investor
relations web pages at www.signalshares.com and provide an email
address for communications with the Company.
Your votes do matter. Information about how to vote at the GM is
given on pages 3 and 9 of the Circular. If you cannot attend the
meeting, please vote your shares by appointing a proxy.
I look forward to hearing from you at the GM.
Greg Hancock
Chairman
9 September 2020
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Placing as described
above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.
The person who arranged for the release of this announcement on
behalf of the Company was Craig Moulton, Director of the
Company.
End
Enquiries:
Craig Moulton +61 (0) 40 6932187
Cobra Resources plc Dan Maling +44 (0) 758 003 2520
Nick Emerson
SI Capital Limited (Joint Broker) Sam Lomanto +44 (0) 14 8341 3500
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Peterhouse Capital Limited (Joint Duncan Vasey
Broker) Lucy Williams +44 (0) 20 7469 0932
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END
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September 09, 2020 02:00 ET (06:00 GMT)
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