Cobra Resources plc, a company formed to make acquisitions of tenements and projects in the natural resources sector, is pleased to announce that trading in its ordinary shares of nominal value 1 pence each (“Ordinary Shares”).
Will commence on the Main Market of the London Stock Exchange(“LSE”) at 8 a.m. today, under the ticker COBR (“Admission”) and with the ISIN number GB00BGJW5255. SI Capital Limited has acted as Financial Adviser, Broker and placing agent to the Company in relation to Admission.
The Company successfully raised gross proceeds of £523,500, before expenses, through a placing of 34,900,000 new Ordinary Shares at 1.5 pence per Ordinary Share (the “Placing Price”). It has also issued warrants on a one for one basis that, were they all to be exercised, would raise approximately a further £1.3 million.
Based on the Placing Price, the market capitalisation of the Company at Admission is approximately £1.01 million. Following admission, the Company has 67,233,532 Ordinary Shares in issue. The new Ordinary Shares issued in connection with Admission will rank pari passu with the existing Ordinary Shares.
· Formed to make acquisitions of tenements and projects in the natural resources sector
· Excellent opportunity to take advantage of the next ‘up-cycle’ in the resources sector by identifying and acquiring advanced but undervalued projects
· Selection criteria include:
o Availability at attractive valuations
o Hold opportunities to unlock embedded value
o Prospect of adding significant value
o Geographically targeted, but not limited to, Australia and Africa
o Management team with a proven and strong track record
· Initial commodity focus is on base and precious metals, with particular interest in copper, gold and cobalt. Cobra will also look at opportunities in barite.
· Experienced management team
Rolf Gerritsen, Chief Executive Officer of Cobra Resources, said: “The last decade has seen a significant lack of investment in development projects in natural resources. We see this as an opportunity. Cobra has been formed to take advantage of certain attractive supply and demand dynamics going on in the natural resources environment by identifying and investing in one or two quality advanced but undervalued projects, which the Board believes have the potential to create shareholder value.
“The funds raised from the IPO will be used to evaluate any potential acquisition target with a focus in base and precious metals, where the Directors feel most of the opportunities lie and where Cobra can add value. We are offering a clean cash shell listed on the London Stock Exchange Main Market and there are not many listed cash shells that have no legacy issues.
“Our board has a combined 100 years of experience and while we have the expertise to look at markets and projects, we recognise that when we find the right projects, we also need to have the right management in place.”
Investment Strategy and Rationale
Given the current macro outlook for mining and mining investment, the Directors believe an opportunity exists for Cobra to take advantage of current asset and project valuations in this stage of the mining cycle. It is the Directors’ belief that base and precious metals are offering significant opportunities to invest in orphaned projects where existing management teams have been restricted of capital. The Company believes that there are a number of projects available for investment that may require not only cash but also technical and financial expertise. This is particularly relevant to copper, gold and Cobalt projects. The Company will also look at opportunities in barite.
Coupled with a disciplined fund management approach, the Directors believe that Cobra will offer exposure to the next forecast ‘up-cycle’ and compete with private equity funds. In addition, the Company aims to offer investors a prospect of liquidity unavailable in a private equity/hedge fund structure.
The Company will target the acquisition of projects by direct investments or through farm-ins. The investments may be in companies, partnerships, special purpose vehicles, joint ventures or direct interests in mining projects. Target investments will generally be involved in projects that the Company consider attractive opportunities. Such investments may take the form of equity, debt and/or other financial instruments. The Company will be focused on those acquisitions whereby it can have a controlling interest, either by majority share participation or having control of the board and management teams.
Cobra will target projects located in, but not exclusive to, Australia and Africa, with a focus on opportunities in selected base and precious metals.
In selecting acquisition opportunities, the Board will focus on companies and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value or where there is the prospect of adding considerable value.
The Company initially intends to deliver Shareholder returns through capital growth and may, in the medium term, be in a position to distribute income via dividends.
Following completion of any acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions. Following any initial acquisition and in the event that any subsequent acquisition is deemed a “reverse takeover”, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange dependent upon the nature of the target of the acquisition and the stage of its business.
Prior to Admission, the Company had 25,000,000 Existing Warrants outstanding, each entitling the holder to subscribe for one Ordinary Share at a price of 2 pence. The Company has issued new Investor Warrants to subscribe for up to 34,900,000 New Ordinary Shares at an exercise price of 2 pence per Ordinary Share to those new and existing Shareholders that have participated in this Placing and Subscription. The Investor Warrants have been issued on a one for one basis for each Ordinary Share purchased as part of this Placing and Subscription and are exercisable at an exercise price of 2 pence per Ordinary Share. If all the warrants were to be exercised the Company would receive approximately £1.3 million in cash.
Use of Proceeds
· Evaluate potential acquisitions
· Due diligence and other transaction costs in respect of whatever is necessary for an acquisition
· Pay transaction costs in relation to the IPO and acquisition
· Working capital
Base and Precious Metals
The Company is targeting base and precious metals, including copper, gold, and cobalt, and it will also look at opportunities in barite. Cobra is taking this approach for a number of reasons. First, the Company will only invest in commodities in which it has expertise and a track record of success. Secondly, given the initial resources available to the Company, this precludes any material investment options within the bulk commodity space (e.g. iron ore and coal) where typical investments require a scale in the order of US$1bn+ to be cost competitive and successful. Thirdly, for the stages in the mining cycle that the investing strategy focuses on, the Directors believe Base and Precious Metal projects typically have the most value-add potential. Finally, the Directors believe that the timing is right for investment in these sectors, where most of the commodities in these categories have bullish consensus price forecasts for the medium-long term.
The Directors’ longer-term aim is to create a portfolio of projects that are diversified along the mining cycle, targeting, in particular advanced but undervalued assets in the development and/or production stages. The Directors define Orphaned Assets as those that exhibit a transactional value proposition or have a large potential upside in value, but for whatever reason the development of the asset has been stalled either through undervaluation by markets and investors, failure to raise sufficient capital, or have been stigmatised by unmerited ”deal fatigue” as a result of unfavourable macro-events.
The Company’s primary target is on attractive projects where it could significantly add value with. Further details are set out below:
· Projects are those that offer the promise of significant discovery but have yet to have detailed geological work completed;
· Near production assets have gone through the typical mining stages of development and are nearing the point of final investment decision and require funds in order to complete development to first production; and
· Newly defined resource projects that are at an advanced stage of resource definition, with most of the necessary permitting and tenure in place.
With any of these types of investments, the Company commits to only investing in projects where it can add value to the project. This can be achieved through either updating or changing the mining methods processes, personnel, logistics, arranging capital to assist the project in expediting development, and/or through acquiring advanced but undervalued assets and creating transactional value. Where appropriate, the Company may bring in new management in order to help generate value.
This announcement should be read in conjunction with the Prospectus, which has been approved by the UK Listing Authority, and has been published on the Company’s website at: www.cobraresources.co.uk and will also be available at the FCA’s Document Storage Mechanism at http://www.morningstar.co.uk/uk/NSM
Hard copies of the Prospectus will also be available during normal business hours at the offices of the Company’s financial adviser, broker and placing agent, SI Capital Limited, 46 Bridge Street, Godalming, Surrey, GU7 1HL.
Rolf Gerritsen, Chief Executive Officer, age 55
Rolf Gerritsen is an entrepreneurial executive with over 30 years’ experience with a specific focus on the Natural Resources sector. Mr Gerritsen is currently a director of MetalNRG, ECRG Consulting Limited, RCA Associates Limited, and Pearman Investments LLP. Mr Gerritsen has been working with the Boards of these companies developing, designing and implementing growth strategies. Mr Gerritsen has also acted as a consultant, with a focus on investor relations, for RockFire Resources plc (then Papua Mining plc), Pembridge Resources plc (then China Africa Resources plc), and Metal Tiger plc. Mr Gerritsen also spent three years in Paris working as a consultant with BBSP, France. Mr Gerritsen’s core strengths include strategy development, strategy implementation and sourcing capital for growth companies, special situations and restructuring. Rolf has international experience with four languages spoken fluently, and has worked in Europe, the USA, Africa, Australia, Middle East, the Far East and South America.
Ken Watson, Non-Executive Director, age 80
Ken Watson has been actively engaged in exploration and mining for the past 50 years in both publicly listed and private exploration companies. He has considerable experience as a prospector and was involved in the discovery of the Golden Kilometre gold mine at Mt Pleasant in the Eastern Goldfields of Western Australia. Mr Watson has been the vendor to many listed exploration companies on the Australian Securities Exchange and was a co-founder and Managing Director of Regency Mines plc and Red Rock Resources plc listed on AIM in the UK. Mr Watson is currently a director of Redstone Metals Pty, Pilbara Goldfields Pty Ltd and Hamersley Metals Pty Ltd, conducting exploration for conglomerate hosted gold and battery metals including lithium, cobalt and manganese in the Pilbara and other parts of Western Australia.
Greg Hancock, Non-Executive Director, age 67
Greg Hancock has had over 25 years’ experience in the capital markets of Australia and the UK. He maintains close links with the stockbroking and investment banking community and has a corporate finance practice which specialises in the resources sector. On the Australian Securities Exchange he is currently non-executive chair of Ausquest Limited, BMG Resources Limited and a non-executive director of Zeta Petroleum Plc, Strata X Energy Limited and Golden State Mining Limited.
Typically, Mr Hancock is involved in the sourcing, negotiation, and financing of strategic resources
for companies and then providing appropriate stewardship at board level. Mr Hancock has a limited number of private company interests including Franchise Investments International Ltd, Hancock Corporate Investments Pty Limited and has in the past been a nonexecutive director of Norsve Resources plc and foundation shareholder and executive chair of Cooper Energy Limited, an Australian Oil and Gas production company.
Certain statements in this announcement constitute ”forward-looking statements”. Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words ”anticipates”, ”estimates”, ”expects”, ”believes”, ”intends”, ”plans”, ”may”, ”will”, ”should”, and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.
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