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.
9 October 2025
Chesterfield Resources plc ("Chesterfield" or the "Company")
Subscription to raise £375,192 from UAE based Investors and CAD$900,000 Proceeds from Partial Sale of Investment in Sterling Metals Corp (TSXV:SAG)
Chesterfield Resources plc (LSE: CHF) is pleased to announce that it has raised gross proceeds of £375,192 via an allotment to Kashif Afzal, a Director of the Company, of 31,266,000 new ordinary shares ("New Ordinary Shares") at an issue price of £0.012 per share (the "Issue Price").
Highlights
· £375,192 raised at a price of £0.012 per New Ordinary Share (the "Issue Price"), representing a premium of approximately 50% to the closing mid-market price at 8 Oct 2025. .
· Purchaser (as defined below) will receive one warrant for each New Ordinary Share exercisable at £0.02 (the " Warrants"). Warrants are exercisable for a period of five years from the date of issue.
· Sale by the Company of 443,000 shares in Sterling Metals Corp (TSXV:SAG) for approximately a gross consideration of CAD980,000. The Company will retain 400,000 shares in Sterling Metals.
Issuance of the New Ordinary Shares
The Company is currently unable to issue and admit the New Ordinary Shares without either the publication of an FCA-approved prospectus or relying upon an exemption to the requirement to issue a prospectus. Consequentially, this fundraise involves a subscription by Kashif Afzal, a director of Chesterfield, for the New Ordinary Shares at the Issue Price pursuant to the employee offer exemption under Article 1(4)(i) and 1(5) (h) of the UK Prospectus Regulation.
Following allotment of the New Ordinary Shares, Kashif Afzal has requested the Company's broker, Peterhouse Capital, to facilitate the immediate sale of these New Ordinary Shares and Warrants at the same Issue Price, to purchasers identified by him (the "Purchasers").
Warrants
Concurrent with the purchase of the New Ordinary Shares, the Purchasers will receive the Warrants from the Company on a 1:1 basis. The Warrants are exercisable at £0.02 for a period of 5 years from the date of their issue.
Partial Sale of Investment in Sterling Metals Corp (TSXV:SAG)
Prior to the announcement by Sterling Metals on 29 September of a High Grade Copper Discovery at the Soo Copper Road Project Chesterfield owned 843,400 shares in Sterling Metals.
The announcement caused a sharp increase in both the price and trading volumes of Sterling Metals and the Company sold 443,400 shares for a total gross consideration of approximately CAD980,000.
The intention is to sell the remaining 400,000 shares in an orderly manner at the opportune time.
Kashif Afzal, Executive Chairman of Chesterfield commented:
"We are delighted to welcome our new strategic investors at a material premium to our prevailing share price, evidencing their confidence and commitment to supporting a strategic transformation of Chesterfield. The investors are led by an entity affiliated with Arowana (https://arowanaco.com), a leading B Corp investment group helmed by its founder, Kevin Chin, and includes a family office connected with a ruling family in the United Arab Emirates. This group has previously co-invested in public companies with a view to transforming their future trajectories. A recent example is VivoPower International PLC ("VivoPower") which has experienced a share price increase exceeding 500% over the past 12 months.
We look forward to working closely with Kevin Chin and the broader group, to leverage their expansive global rolodex as we seek to unearth new opportunities for Chesterfield, both in terms of businesses as well as additional high calibre investors. We will update shareholders as we execute on any strategic developments.
Chesterfield is also pleased to have sold over half our remaining shares in Sterling Metals which were received upon the disposal of our Adeline asset. Sterling has recently announced spectacular drill results at its Soo Copper Project resulting in a substantial appreciation in its share price and we have been able to sell into a rising market with good volumes. Further announcements with regard to Sterling's ongoing drill campaign are expected in the near future.
As of today's date, we retain 400,000 shares in Sterling Metals and the Board will look to sell these in due course.
The fundraise together with the partial disposal of our shares in Sterling Metals means additional cash in the Company of approximately £900,000 with further proceeds expected from future orderly realisations of shares in Sterling Metals.
These additional funds, and the arrival of new experienced and committed shareholders above, will greatly enhance the range and quality of opportunities and improve upon the potential terms that the Company can execute. We are excited about the next stage in the journey of Chesterfield ."
Admission and Total Voting Rights
The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares. Application will be made to the Financial Conduct Authority ("FCA") and the LSE for the 31,266,000 New Ordinary 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 as soon as practical after 12 October 2025.
On Admission, the Company's issued share capital will comprise 187,594,311 Ordinary Shares, with each Ordinary Share carrying the right to one vote. Accordingly, the total number of voting rights in the Company will be 187,594,311 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.
The New Ordinary Shares will represent 16.7% of the new enlarged share capital of the Company.
Following the issuance of the New Ordinary Shares, the Directors holdings will be as follows:
| Name |
Number of Shares Held |
% of Issued Share Capital |
| Juniper International FZ LLC* |
25,333,334 |
13.5 |
| Paul Ensor |
2,172,841 |
1.2 |
| Ajay Kejriwal |
150,000 |
0.1 |
* Kashif Afzal, Executive Chairman of the Company owns 100% of Juniper International FZ LLC. The final completion of the sale of the 23,333,334 shares from Polymetal International plc to Juniper International FZ LLC remains subject to certain regulatory considerations and it is expected that formal notification will be issued upon completion of the remaining formalities as announced on 25 September 2023.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Notification of transactions of directors, persons discharging managerial responsibilities or connected persons
| 1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||||
| a) |
Name |
Kashif Afzal |
||||||||
| 2. |
Reason for the Notification |
|||||||||
| a) |
Position/status |
Director |
||||||||
| b) |
Initial notification / Amendment |
Initial notification |
||||||||
| 3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||
| a) |
Name |
Chesterfield Resources Plc |
||||||||
| b) |
LEI |
213800EF8I2TT767IU35 |
||||||||
| 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 |
Ordinary shares of 0.1 pence |
||||||||
|
|
Identification Code |
GB00BF2F1X78 |
||||||||
| b) |
Nature of the transaction |
Off Market Allotment
|
||||||||
| c) |
Price(s) and volume(s) |
|
||||||||
| d) |
Aggregated information: Aggregated volume Price |
31,266,000 Ordinary Shares 1.2 pence per Ordinary Share |
||||||||
| e) |
Dates of the transaction |
8 October 2025
|
||||||||
| f) |
Place of the transactions |
London |
||||||||
Enquires
Chesterfield Resources plc
Kashif Afzal, Executive Chairman [email protected]
Peterhouse Capital Ltd +44 (0)20 7469 0930
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.