KEFI, a gold and copper exploration and development company focused on the Arabian-Nubian Shield with a pipeline of projects in the Federal Democratic Republic of Ethiopia, and the Kingdom of Saudi Arabia, is pleased to report the full launch of the Company’s highgrade/high-recovery Tulu Kapi Gold Project, having assembled the required debt and equity capital. In addition, the Company is undertaking a fundraise to pay initial launch costs ranging from field work to lenders’ and other financiers’ fees and costs associated with the full funding package, including the repayment of working capital facilities drawn to pay for such costs to date.
The Fundraise
The Fundraise is being implemented in two parts, a Subscription and a Placing, which have been undertaken using the Company’s existing share issuance authorities:
- The Subscription: as foreshadowed in the announcement of 20 October 2025, the Company funded the payment of certain closing and launch costs from working capital facilities. It repaid those liabilities (in aggregate approximately £8.9 million) through the issue of 680,865,381 Ordinary Shares (the “Subscription Shares”) at the Placing Price. The providers of the working capital facilities requested to invest the amounts owed to them into Ordinary Shares (the “Subscription”).
- The Placing: Also to fund project fees and costs, the Company has raised gross cash proceeds of approximately £6.1 million (approximately US$8.3million) through a placing of 472,980,762 Ordinary Shares (the “Placing Shares”) at the Placing Price (the “Placing”).
The Fundraise was undertaken by the Company’s broker, Tavira Financial Limited (“Tavira”).
The Company has agreed to pay Tavira certain commissions and fees, some of which will be satisfied through the grant of 69,230,769 warrants over Ordinary Shares (the “Broker Warrants”). Each Broker Warrant will entitle Tavira to subscribe for one new Ordinary Share at a price of 1.3 pence per Ordinary Share, exercisable for a period of three years from the date of Admission.
The Retail Offering
An offer will be opened shortly through RetailBook of up to 76,923,076 new Ordinary Shares at the Placing Price (the “Retail Shares”), to raise gross proceeds of up to £1 million (the “RetailBook Offer”). Further details of the RetailBook Offer will be announced shortly after this announcement.
The Project Finance Package
Debt financing
As announced on 20 October 2025, US$240 million debt offering had been formally accepted and certain fees and costs already settled from funds drawn under KEFI’s working capital arrangements. The detailed facility documentation is now in circulation for signing. KEFI has already commenced the process of satisfying the various industry-standard requirements for drawdown under the debt facility agreement, the first of which is to assemble the equity-risk-capital of US$100 million. The remaining requirements for drawdown are expected to be satisfied during H1 2026.
Equity-risk capital
The US$100 million equity-risk-funding is described in more detail below. TKGM will issue ordinary shares valued at US$20 million to the Ethiopian Government, representing approximately 12% of TKGM’s equity. Combined with the government’s existing 5% free-carried shareholding, this will result in a total holding of approximately 17%. The issuance of these shares is contingent on the completion of road and electricity infrastructure, anticipated by the end of 2026.
Selected Ethiopian investors have been invited to subscribe to KEFI Ethio Prefs, which are linked to both US dollars and gold price. Issuance of these shares is subject to certain conditions and the execution of definitive legal documentation. The KEFI Ethio Prefs will be offered through KME Minerals Ethiopia Holding Share Company (“KME Ethiopia”), KEFI’s newly established Ethiopian holding company or its subsidiary TKGM and, in either circumstance it is proposed that the KEFI Ethio Prefs be convertible into Ordinary Shares of KME Ethiopia upon its intended stock exchange listing in Ethiopia after production has commenced.
Conditional applications for KEFI Ethio Prefs totalling US$26 million (in the Ethiopian BIRR equivalent) have been received, with detailed negotiations in progress with a view to finalising detailed documentation to be approved by project finance lenders prior to execution. Additionally, further but less advanced conditional applications amounting to US$20 million are under review for approval by relevant Ethiopian investors.
The equity-ranking Gold Streams have been entered into with two mining specialist royalty funds, and in that respect:
- US$30 million term sheet signed with one such fund, based on US$20 million subject to documentation and the balance of US$10 million being subject to due diligence and documentation; and
- an additional US$10 million non-binding term sheet has been signed with a second royalty fund, subject to due diligence.
- The conditionality of these funds’ due diligence is considered by KEFI as largely procedural because of the already-approved-for-secured-project-loans status of the Project, the explicit agreement with these specialist royalty funds that their entitlement rights will rank as equityrisk-capital and their agreement that the Gold Streams will be subordinated in all respects to the secured loans. Both arrangements however remain subject to detailed documentation which needs to be agreed with the funds and approved by the senior lenders.
In addition to the above, approximately US$30 million has been raised across two equity fundraisings by the Company in 2025 (including today’s Fundraise), which also provided an extra US$5 million for transaction and other Project costs.
Overall, the KEFI Board of Directors has concluded that these arrangements to raise US$340 million development capital, and potentially up to US$370 million, in debt and equity-risk-capital are in the best interests of KEFI shareholders.
The use of funds
As foreshadowed in the Company’s announcement of 20 October 2025, the Fundraise fulfils a small but important role in the full US$340 million finance package by paying for project costs and fees incurred to date through the repayment of amounts due of £8.9 million on working capital advances, and by contributing a further £6.1 million for project costs and fees being incurred.
The various forms of equity risk capital will be largely deployed prior to debt drawdown during 2026, with certain permitted exceptions such as the Government’s US$20 million investment in TKGM being scheduled in tandem with the construction of off-site infrastructure during 2026 and the drawdown of the KEFI Ethio Prefs’ investment being synchronised to match the schedule for disbursement of Project costs in Ethiopian BIRR during 2026 and 2027.
KEFI Founder and Executive Chairman, Harry Anagnostaras-Adams, commented: “It is a momentous occasion to be able to announce that the full funding package has been assembled for the launch of KEFI’s Tulu Kapi Gold Project, which we believe to be one of Africa’s highest grade gold development projects.
“Today’s milestone is the culmination of a long and challenging journey which demanded dedication and support from our teams and from all stakeholders, for which we reiterate our deep appreciation.
“As regards the design of the Project financing, we creatively assembled choices and we assessed in great detail the best way to structure – to ensure project risk is managed and net value is optimised for KEFI shareholders. Having finalised the Project secured loan package for 70% of the capital requirements and now having assembled the various elements of the equity-risk-capital, we have a clear pathway to finalising any remaining negotiations and finalising detailed documentation – which today’s Fundraise allows us to do and the Project to launch.
“With the financial structure assembled, KEFI is aligned with Government, local investors, major development banks and leading industry specialist contractors. Moreover, we anticipate a c.83% beneficial interest in Tulu Kapi, meaning that the vast majority of the expected substantial net cashflows from the Project will be attributable to KEFI shareholders.
“We now trigger KEFI’s development chapter in Ethiopia for commissioning first production in 2027 and full production as from 2028. We will concurrently advance our large pipeline of projects which advance at various stages. A string of milestones lies ahead on that score, which we will set out shortly.
“When we were invited by long-standing in-country investors into the Kingdom of Saudi Arabia in 2008 and then into Ethiopia in 2014, we immediately confirmed the prospectivity of both countries. And especially pleasing now is that both countries are vigorously opening up their minerals sectors at the same time as our projects are able to go into development, first in Ethiopia and in the not-too-distant future in Saudi Arabia also.
“I look forward to 2026 with extreme confidence in a prosperous future for KEFI.”
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the Placing Shares and the Subscription Shares (together, the “New Ordinary Shares”) to trading on AIM and it is expected that admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 30 December 2025 (“Admission”).
Following Admission, the total issued share capital of the Company will consist of 10,681,603,909 Ordinary Shares each with one voting right. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 10,681,603,909 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 in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.
