Issue of Shares and Warrants

Kazera Global PLC

23 December 2025

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.

23 December 2025

Kazera Global plc

("Kazera", the "Group" or the "Company")

Issue of Shares and Warrants

Kazera Global plc (AIM: KZG), the AIM-quoted investment company, announces that, further to its announcement dated 28 October 2025, and in accordance with the terms of the unsecured loan facilities with Richard Jennings and Tracarta Limited (together, the "Lenders"), it has agreed, subject to admission, to settle fees owing to each of its Lenders through the issuance of 4,612,781 Ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") with an issue price of £0.012298, being the five-day volume weighted average price ("VWAP") as at the date of the loan extension (the "Issue Price"). In addition, the Company will issue 56,728,000 warrants over Ordinary Shares to the Lenders exercisable at a price of 2.5p per Ordinary Share, at any time before 21 December 2026 (the "Warrants").

Related Party Transactions

Tracarta Limited, of which John Wardle, the Non-Executive Chairman of the Company is the ultimate beneficial owner, will be issued 3,223,938 Ordinary Shares at the Issue Price and 17,080,000 Warrants. In addition, Catalyse Capital Ltd & related parties RS & CA Jennings, which together are significant shareholders in the Company, will be issued 1,388,843 Ordinary Shares at the Issue Price and 39,648,000 Warrants.

As Tracarta Limited and Catalyse Capital Ltd and related parties RS and CA Jennings are considered related parties under AIM Rule 13 of the AIM Rules for Companies, the issue of Ordinary Shares and issue of Warrants over shares with the Lenders therefore constitutes related party transactions under Rule 13 of the AIM Rules for Companies.

The Directors of Kazera (excluding John Wardle), having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the settlement of the reprofiling fee with the Lenders is fair and reasonable insofar as the Company's shareholders are concerned.

Admission

Application will be made shortly to the London Stock Exchange plc for the 4,612,781 Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence at 8:00 a.m. on or around 31 December 2025.

Total voting rights

On Admission, the Company's issued ordinary share capital will consist of 1,103,058,735 Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 1,103,058,735. With effect from Admission, this figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, visit www.kazeraglobal.com or contact:

Kazera Global plc Dennis Edmonds, CEO	[e-mail]
Strand Hanson Limited (Nominated, Financial Adviser and Broker) Christopher Raggett / Ritchie Balmer	Tel: [phone]
Zeus Capital Limited (Joint Broker) Harry Ansell / Simon Johnson / Katy Mitchell	Tel: [phone]
St Brides Partners Limited (Financial PR) Paul Dulieu/Isabel de Salis	[e-mail]

Notes

Kazera Global plc (LON:KZG) is a diversified commodity investment company focused on unlocking value through production growth and disciplined portfolio management. While production builds at its Whale Head Minerals (Heavy Mineral Sands) and Deep Blue Minerals (diamond) assets in South Africa's Northern Cape province, the Company also continues to assess new opportunities to expand its growth pipeline and deliver sustainable returns.

 

END