Landore Resources
Limited
£3.683 million Equity
fundraise and PROPOSED CEO APPOINTMENT
& DIRECTORATE
CHANGE
London, United
Kingdom - 12 June 2024 - Landore Resources Limited
(AIM: LND) ("Landore Resources" or the
"Company") is pleased to announce that it has conditionally raised
£3.683 million before expenses by way of a two tranche subscription
(the "Subscription") of, in aggregate, 153,470,334 new ordinary
shares of nil par value each in the capital of the Company
("Ordinary Shares") at a price of 2.4 pence per share (the
"Subscription Shares"). The Subscription is being cornerstoned by a
new strategic investor, Luso Global Mining B.V. ("LGM"), a
subsidiary of the Portuguese quoted Mota-Engil SGPS
S.A. (EGL: MOTA.LS), with Mr Alexander Shaw,
Managing Director & CEO of LGM, to be appointed as CEO of
the Company.
Highlights:
· £3.683m
gross Subscription, with a cornerstone amount of £1m being
subscribed for by new strategic investor, LGM, a subsidiary of the
Portuguese quoted multinational Mota-Engil SGPS
S.A which has a current market capitalisation of
approximately €1.2bn
· £1.315m of the
Subscription will be subscribed for by two well renowned high net
worth individuals, both highly experienced in investing in natural
resource opportunities, being welcome and supportive investors for
the Company
· The net
proceeds of the fundraising will significantly strengthen the
group's financial position and, inter alia, enable further drilling to
progress the development of its flagship BAM Gold Project at the
Junior Lake property in Northwestern Ontario, with a particular
emphasis on increasing the size of the existing resource and
targeting high grade areas of the deposit as well as upgrading
inferred resources to indicated
·
Planned appointment of Alexander
Shaw, a highly accomplished geologist with over 15 years'
experience of global exploration and production projects, as CEO to
spearhead the next phase of the group's growth and
development
Interim CEO,
Glenn Featherby, commented:
"We are
delighted to have secured the support of LGM as cornerstone
investor to this substantial Subscription alongside a number of
well renowned high net worth individuals, as well as introducing
certain other new experienced investors to the Company's
register.
"This
fundraising is potentially transformational for the Company and
serves to demonstrate the inherent value and potential of our
existing high-quality asset portfolio. In particular, it will
provide a runway to enable us to swiftly commence our planned drill
programme on our flagship BAM Gold Project at Junior Lake to
further advance this key asset.
"We also look
forward to welcoming Alexander as CEO to help drive the strategic
growth and further development of the group as we endeavour to
generate long term value for our shareholders as a whole from a
significantly strengthened position."
Details of the
Subscription
The Subscription Shares will represent
approximately 49.56 per cent. of the Company's issued share capital
as enlarged by the Subscription and associated Fee Shares (as
defined below). The Subscription price of 2.4 pence (the
"Subscription Price") represents a discount of approximately 15.79
per cent. to the mid-market closing price on AIM of 2.85 pence per
Ordinary Share on 11 June 2024, being the latest practicable
business day prior to the publication of this
announcement.
A further 9,208,220 new Ordinary Shares are to
be issued in settlement of certain advisory and introducer fees in
relation to the Subscription (the "Fee Shares") (together with the
Subscription Shares, the "New Ordinary Shares").
Of the, in aggregate, 162,678,554 New Ordinary
Shares, 80,000,000 Subscription Shares have been subscribed for
pursuant to the Subscription utilising the Company's existing
authority to allot shares for cash on a non-pre-emptive basis (the
"Firm Subscription Shares"). The issue of the remaining 82,678,554
New Ordinary Shares (comprising the Fee Shares and the balancing
73,470,334 Subscription Shares pursuant to the Subscription (the
"Conditional Subscription Shares"), together, the "Conditional New
Ordinary Shares") is conditional, inter alia, on the Company obtaining
the requisite shareholder approvals in respect of the issue of such
shares from its Shareholders at its
forthcoming annual general meeting ("AGM"), as detailed further
below.
In addition, the Company has agreed, subject to
shareholder approval at the AGM, to issue, in aggregate, 10,355,720
warrants to Novum Securities Limited and SCP Resource
Finance LP, in connection with their services pursuant to the
Subscription. Each warrant affords the holder the right to
acquire a new Ordinary Share at an exercise price of 2.4 pence for
a period of three years from the date of admission of the
Conditional New Ordinary Shares.
LGM
LGM was incorporated as an investment and asset
development vehicle for the Mota-Engil
Group, which was founded more than 77 years ago.
With more than 25 years of experience in the mining sector, the
Mota-Engil Group has significant multi-commodity experience and an
operational presence in both the African and Latin American
contract mining and EPC markets. Further information on the
Mota-Engil Group is available on its
corporate website at: www.mota-engil.com.
LGM is subscribing £1m for 26,875,000 Firm
Subscription Shares and 14,791,667 Conditional Subscription Shares
such that it will be interested in approximately 11.84 per cent. on
Admission (as defined below) of the Firm Subscription
Shares and, following the issue of
the Conditional Subscription Shares,
approximately 13.45 per cent. of the Company's issued share
capital as enlarged by the issue of all the New Ordinary
Shares.
Use of
Proceeds
The net proceeds of the Subscription will
primarily be utilised for a drill programme to advance the
Company's flagship BAM Gold Project at the Junior Lake property in
Northwestern Ontario, with a particular emphasis on increasing the
size of the existing resource and targeting high grade areas of the
deposit as well as upgrading inferred resources to indicated, and
also for the group's general working capital requirements. It
will also facilitate the identification and evaluation of potential
new project opportunities to augment the group's existing portfolio
in due course.
Related Party
Transaction
William Humphries, a former director of the
Company within the last 12 months, is subscribing £20,000 for
833,333 new Ordinary Shares pursuant to the Subscription. The
participation by Mr Humphries in the Subscription is deemed to
constitute a related party transaction pursuant to the AIM Rules
for Companies. Accordingly, the Company's Board, having consulted
with the Company's Nominated Adviser, Strand Hanson Limited,
considers the terms of such participation to be fair and reasonable
insofar as the Company's shareholders are concerned.
Relationship
Deed
In connection with the Subscription, LGM has
entered into a relationship deed (the "Relationship Deed") with the
Company and its Nominated Adviser, to, inter alia, regulate the relationship
between itself and the Company on arm's length terms and a normal
commercial basis, with the aim that the business and affairs of the
Company are undertaken independently of LGM and any person or
entity considered to be acting in concert with it. The
Relationship Deed also affords LGM the right to nominate a director
to the Company's Board. Such deed shall terminate and cease
to apply upon LGM ceasing to hold 10 per cent. or more of the
Company's issued ordinary share capital.
Proposed CEO
Appointment and Directorate Change
It is intended that Mr Alexander Shaw, Managing
Director & CEO of LGM, will serve as LGM's representative on
the Company's Board, pursuant to its rights under the Relationship
Deed, in due course. Such appointment remains subject to
satisfactory completion of the due diligence required by the AIM
Rules for Companies and AIM Rules for Nominated Advisers to be
undertaken by the Company's Nominated Adviser. A further
announcement, including the requisite Schedule 2(g) disclosures
required under the AIM Rules for Companies, will be made in due
course upon Mr Shaw's appointment to the Board.
In the meantime, the Company is pleased to
announce that Mr Shaw will assume the role of CEO of the Company in
a non-board capacity with effect from 17 June 2024, at which point
Mr Glenn Featherby will assume the role of executive director to
assist with an orderly transfer of his CEO responsibilities, and
thereafter intends to move to a non-executive role.
Mr Shaw is a highly accomplished geologist with
over 15 years of global experience in exploration and production.
He has spent the majority of his career exploring for and
developing diamond, base and precious metal deposits within Africa
and Central and South America.
Mr Shaw holds an interdisciplinary DPhil from
the University of Oxford which included isotype geochemistry work
with the British Geological Survey. He is a Fellow of the
Geological Society of London and also a member of the following
professional bodies: Australian Institute of Geoscientists,
Southern Africa Institute of Mining and Metallurgy, American
Institute of Professional Geologists and the Society of Economic
Geologists. Mr Shaw also worked for First Quantum Minerals Ltd. in
a number of senior technical roles and is the non-executive
chairman of Chilwa Minerals Limited (ASX: CHW) which is developing
a heavy mineral sands project in Malawi.
Mr Shaw is subscribing for 1,041,667
Conditional New Ordinary Shares pursuant to the Subscription, such
that he will be interested in approximately 0.34 per cent. of the
Company's issued share capital as enlarged by the New Ordinary
Shares.
In connection with his appointment as CEO, the
Company has agreed to issue to Mr Shaw 1,000,000 options over
Ordinary Shares exercisable at 5 pence each, and a further
1,000,000 options over Ordinary Shares exercisable at 7.5 pence
each. Each tranche of options will have an exercise period of five
years from the date of issue and will be issued following
conclusion of the AGM.
Notice of
AGM
A formal Notice of AGM (the "Notice") will be
incorporated in the Company's forthcoming Annual Report and
financial statements for its financial year ended 31 December 2023.
Such Notice will, inter
alia, include the requisite resolutions to secure sufficient
share capital authorities to issue the abovementioned Conditional
New Ordinary Shares. The AGM is currently expected to be held
on or around Monday 8 July 2024 at La Tonnelle House, Les Banques,
St Sampson, Guernsey, GY1 3HS which shareholders will also be
permitted to attend online in accordance with the instructions to
be set out in the notes to the Notice. The Notice will be made
available to view on the Company's website at:
www.landore.com
once published in due course.
Proposed
Additional Director and Management Subscription and Proposed
Conversion of Certain Director's Fees
In addition to the above, it is intended that
Helen Green, non-executive director, and Michele Tuomi, CEO of
Landore Resources Canada Inc., will subscribe £10,000 and £5,000,
respectively, for a further, in aggregate, 625,000 new Ordinary
Shares at the Subscription Price (the "Proposed Director and
Management Subscription") and that Glenn Featherby, Interim CEO,
will agree to settle £60,000 of accrued fees/salary from 1 January
2024 to 31 May 2024 by way of the issue of a further 2,500,000 new
Ordinary Shares at the Subscription Price (the "Proposed Director
Fee Shares"). The Proposed Director and Management Subscription and
issue of the Proposed Director Fee Shares are expected to take
place once the Company is in an open period, following the
forthcoming publication of the Company's Annual Report and
financial statements, and subject to shareholder approval of the
requisite share capital authorities at the Company's forthcoming
AGM. A further update will be provided in due
course.
Application
for Admission and Total Voting Rights
Application will be made to the London Stock
Exchange for admission of the Firm Subscription Shares to trading
on AIM ("Admission"). The Firm Subscription Shares will rank
pari passu with the
existing Ordinary Shares and it is expected that Admission will
become effective and dealings commence at 8.00 a.m. on or around 18
June 2024.
On Admission, the Company's issued share capital
will consist of 227,013,058 Ordinary Shares with voting rights.
Landore Resources does not hold any Ordinary Shares in treasury.
This figure of 227,013,058 may therefore be used by shareholders in
the Company following Admission 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 UK Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
A further announcement will be made in due
course with respect to the application for admission of the
Conditional New Ordinary Shares, the issue of which will,
inter alia, be subject to
the receipt of shareholder approval at the Company's forthcoming
AGM.
For further
information, please contact:
Landore
Resources Limited
Glenn Featherby (Interim CEO)
Tel + 44 7730420318
Strand Hanson
Limited (Nominated Adviser and Joint Broker)
James Dance/Matthew Chandler/Robert
Collins
Tel: 020 74093494
Novum
Securities Limited (Joint Broker)
Jon Belliss/Colin Rowbury
Tel: 020 73999402
About Landore
Resources
Landore Resources Limited is an
exploration/development company that seeks to grow shareholder
value through the advanced exploration and development of precious
and battery metals projects in eastern Canada. The Company is
primarily focused on the development of its 100% owned BAM Gold
Project, located on the Junior Lake Property in
Northwestern Ontario.
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.