Placing and Subscription to raise £2,467,000
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.
3 July 2025
Hamak Gold Limited
("Hamak Gold" or the "Company")
Placing and Subscription to raise £2,467,000
Board Changes and New Bitcoin Treasury Management Strategy
Hamak Gold Limited (LSE: HAMA) is pleased to announce that it has raised gross proceeds of £2,467,000 via a direct subscription with the Company and a placing via its broker Peterhouse Capital, through the issue of 308,375,000 new ordinary shares ("Fundraising Shares") to a range of new investors ("Investors") under the Financial Promotion Order ("FPO") Director's exemption.
In addition, the Company announces that two new Directors, who are subscribing for a total of £200,000, are appointed to the Board, with two Non-Executive directors simultaneously resigning.
Highlights
· £2,467,000 raised at a price of £0.008 per share (the "Issue Price") from a range of new investors, including the investment arm of the Private Office of Sheik Nayef Bin Eid Al Thani, a member of the Qatari Royal Family
· New Board appointments to significantly increase the Company's Middle East and Gulf connections and advance the Company's corporate strategy of embarking on a Bitcoin Treasury Management ("BTM") Policy alongside its existing gold exploration
· Investors will receive one warrant for each new ordinary share subscribed for, exercisable at the Issue Price (the "Investor Warrants"). Additionally, all existing shareholders on the register, immediately prior to this announcement, will receive a free 1-for-1 warrant at the Issue Price ("Existing Shareholder Warrant").
· All warrants are exercisable for a period of two years from the date of this announcement and are subject to a one-year lock-in from this date.
Nick Thurlow, newly appointed Chairman of Hamak Gold Ltd, commented:
"This is an exciting strategic development for Hamak. With the injection of additional capital, we are now well-positioned to pursue two core objectives in parallel. Firstly, maximising our existing gold exploration and development opportunities and secondly, seizing the transformative opportunity as a Main Market listed company to lead the UK in bitcoin treasury management.
We aim to provide institutional and professional investors with structured, professionally managed exposure to both gold and the wider digital asset space. This strategy will be underpinned by a substantial Bitcoin asset base, offering transparency, institutional-grade security, and governance oversight through our listing on the London Stock Exchange's Main Market.
Our Main Market listing subjects us to the UK's highest standards of disclosure and market conduct, further differentiating the Company from its peers listed on other UK exchanges."
Placing and Subscription
The Company has raised gross proceeds of £2,467,000 at a price of £0.008 per share through the issue of 308,375,000 new shares to new investors, introduced by the new Directors and Peterhouse Capital. The Issue Price represents a discount of 27% to the closing mid-market price at 2 July 2025. The new shares represent 68.2 % of the new enlarged share capital of 452,134,484 shares.
The Company is currently unable to issue and admit the entirety of the Fundraising Shares without either the publication of an FCA-approved prospectus or relying upon an exemption to the requirement to issue a prospectus. Consequentially, the issue of the Fundraising Shares involves the issue of 308,375,000 new Ordinary Shares in the Company at a deemed price of £0.008 per share to the new Directors, Nick Thurlow and James Lawrence. Following Admission, Nick Thurlow and James Lawrence have agreed to immediately sell 283,375,000 of the Fundraising Shares, at the Issue Price, to certain sophisticated investors in the placing and subscription.
Key investors include the two new Directors, see below. Nick Thurlow has subscribed for £150,000 and James Lawrence for £50,000. In addition, MBS Global Investments ("MBS") has subscribed for £100,000. MBS is the investment arm of the Private Office of Sheik Nayef Bin Eid Al Thani, a member of the Qatari Royal Family.
The proceeds of the placing and subscription will be used to settle certain corporate creditors of the Company and for general working capital, with any excess funds being applied to follow a focused Bitcoin Treasury Management policy.
Warrants
The Investor Warrants are exercisable at the Issue Price.
The Existing Shareholder Warrants will be issued to existing shareholders on the register at close of business on 2 July 2025, being the closing date before this announcement, under the same terms as the Investor Warrant.
Furthermore, it is the intention of the Company to form an Advisory and Consultants' Board (the "ACB"), to provide additional advice, guidance and strategic direction to the Hamak Board, regarding the Company's financial, operational and BTC policy. A pool of 5% warrants of the issued share capital from time to time, exercisable at the Issue Price, will be reserved as appropriate remuneration and incentivisation for ACB members, ("Advisory Board Warrants") and other parties, as decided upon by the Hamak Board.
All Investor, Existing Shareholder and Advisory Board Warrants are issued for a two-year period, but subject to a one-year lock in and are only exercisable in the second year
Board Changes
Executive Chairman Amara Kamara and Non-Executive Director Niall Young have resigned from the Board as of the date of this announcement.
The Board of Directors would like to thank Amara Kamara and Niall Young for their valued contribution and service to the founding, listing and successful exploration strategy of the Company.
Simultaneous to the resignation of these directors, the Company welcomes the appointment of Mr. Nick Thurlow and Mr. James Lawrence to the Board, as Executive Chairman and Executive Director respectively. Both Directors bring a wealth of financial and management experience to Hamak Gold as the Company seeks to diversify its strategy to include a BTM policy alongside its current gold exploration programme, which is now under Joint Venture with ASX-Listed First Au Limited (see announcements dated 21 May and 27 June 2025).
Mr. Nick Thurlow is a senior financial professional, most recently working for MBS in Dubai as Group CFO. MBS is the investment arm of Shiekh Nayef Bin Eid Al Thani of the Qatari Royal Family. Prior to this, Nick was a Managing Partner at FCA-regulated Bramdean Asset Management and worked alongside Nicola Horlick. Nick has held many senior banking roles, including Treasurer for Standard Chartered, Credit Suisse and HSBC.
|
Director Name |
Current directorships |
Previous directorships |
|
Nick Thurlow |
Crylon ltd |
Bramdean Asset Management LLP |
|
|
T3 Healthcare LTD |
Advanced Intelligent Pay Ltd |
|
|
|
|
|
|
T3 Financial LTD |
Firasat Capital Partners limited
|
|
|
Upload Films LTD |
The Clubberly App limited |
Mr. James Lawrence is an accomplished Entrepreneur and Executive Director with over 15 years of experience in Investment Management and Trading. He successfully founded and scaled multiple ventures, including Enigma Strategy, which was acquired by MBS as part of its strategic expansion. James holds an MBA from Bayes Business School, along with several industry certifications and diplomas.
|
Director Name |
Current directorships |
Previous directorships |
|
James Lawrence |
Enigma Strategy Limited |
ExMilitaryCareers LTD |
|
|
Greenseed LTD
|
|
|
|
Enigma Security Trustees LTD
|
Knightsbridge Trading Academy LTD |
|
|
EN TCG VCC Fund |
|
|
|
|
|
Admission and Total Voting Rights
The Fundraising Shares rank pari passu with the existing Ordinary Shares. The Company has made applications to the Financial Conduct Authority ("FCA") and the LSE to have the 308,375,000 Fundraising Shares admitted to the equity shares (transition) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"), with Admission expected to occur on or around 4 July 2025.
On Admission, the Company's issued share capital will comprise 452,134,484 Ordinary Shares, with each Ordinary Share carrying the right to one vote. Accordingly, the total number of voting rights in the Company will be 452,134,484 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Following the new share issues and Board changes, the Directors holdings are as follows:
|
Name |
Shares Held |
% of Issued Share Capital |
|
Nick Thurlow |
18,750,000 |
4.14 % |
|
Karl Smithson* |
17,018,509 |
3.76 % |
|
Martin Lampshire |
6,389,470 |
1.41 % |
|
James Lawrence |
6,250,000 |
1.38 % |
*including 1,599,482 shares held in spouse's name.
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of Hamak Gold is Karl Smithson, Executive Director.
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a)
|
Name
|
1. Nick Thurlow 2. James Lawrence
|
||||
|
2
|
Reason for the notification
|
|||||
|
a)
|
Position/status
|
1. Executive Director 2. 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
ISIN: VGG4256S1048
|
||||
|
b)
|
Nature of the transaction
|
Issue of new ordinary shares pursuant to the Company's announcement on 3 July 2025 |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
Price |
308,375,000 ordinary shares
|
||||
|
e)
|
Date of the transaction |
4 July 2025 |
||||
|
f)
|
Place of the transaction |
Outside a trading venue |
||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a)
|
Name
|
1. Nick Thurlow 2. James Lawrence
|
||||
|
2
|
Reason for the notification
|
|||||
|
a)
|
Position/status
|
1. Executive Director 2. 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
ISIN: VGG4256S1048
|
||||
|
b)
|
Nature of the transaction
|
Disposal of new ordinary shares pursuant to the Company's announcement on 3 July 2025 |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
Price |
283,375,000 ordinary shares
|
||||
|
e)
|
Date of the transaction |
4 July 2025 |
||||
|
f)
|
Place of the transaction |
Outside a trading venue |
||||
For further information you are invited to view the Company's website at www.hamakgold.com or please contact:
|
Hamak Gold Limited James Lawrence Nick Thurlow Karl Smithson |
j.lawrence@hamakgold.com n.thurlow@hamakgold.com k.smithson@hamakgold.com |
|
Peterhouse Capital Limited (Corporate Broker) Yellow Jersey PR Annabelle Wills |
+44 (0) 20 7469 0930
+44 (0) 20 3004 9512 |
About Hamak Gold Limited
Hamak Gold Limited (LSE: HAMA) is a UK listed company focussed on gold exploration in Africa and with a strategy of pursuing a BTC/ crypto treasury management policy. Through its LSE main board listing investors underweight crypto can get professional exposure to this asset class.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 54 minutes ago Frasers Group
- 54 minutes ago Cavendish Financial
- 54 minutes ago Diaceutics
- 54 minutes ago AB Dynamics
- 14 hours ago Johnson Matthey