Landore Resources
Limited
Result of ANNUAL GENERAL
MEETING, CONFIRMATION OF
directorate change and tOTAL
vOTING rIGHTS
London, United
Kingdom - 8 July 2024 - Landore Resources Limited
(AIM: LND) ("Landore Resources" or the
"Company") is pleased to announce that at the Company's Annual
General Meeting ("AGM"), held earlier today, all of the proposed
resolutions as set out in the formal Notice of AGM dated 14 June
2024 were duly passed by shareholders.
Accordingly, application has been made to the
London Stock Exchange for admission of the Conditional New Ordinary
Shares to trading on AIM ("Admission") as detailed in the Company's
announcement of 12 June 2024 regarding, inter alia, the two tranche
Subscription. The Conditional New Ordinary Shares will rank
pari passu with the
Company's existing Ordinary Shares and it is expected that
Admission will become effective and dealings commence at 8.00 a.m.
on or around 9 July 2024.
In addition, the Company will proceed 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 will afford 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.
Additional
Director and Management Subscription and Conversion of Certain
Director's Fees
As set out in the Company's announcement of 12
June 2024 and following receipt of Shareholder approval for the
requisite share capital authorities at the AGM, Helen Green,
non-executive director, and Michele Tuomi, CEO of Landore Resources
Canada Inc., have now subscribed £10,000 and £5,000, respectively,
for, in aggregate, 625,000 new Ordinary Shares at the Subscription
Price (the "Director and Management Subscription
Shares").
In addition, Glenn Featherby, Executive
Director, has agreed to settle £60,000 of accrued fees/salary from
1 January 2024 to 31 May 2024 by way of the issue of 2,500,000 new
Ordinary Shares at the Subscription Price (the "Director Fee
Shares") (the "Director Fee Settlement").
Accordingly, application has also been made to
the London Stock Exchange for Admission of the Director and
Management Subscription Shares and Director Fee Shares. The
Director and Management Subscription Shares and Director Fee Shares
will rank pari passu with
the abovementioned Conditional New Ordinary Shares and the
Company's existing Ordinary Shares and it is expected that
Admission will become effective and dealings commence in such
shares at 8.00 a.m. on or around 9 July 2024.
On Admission, Ms Green and Mr Featherby will
consequently be interested in 1,080,974 and 7,476,053 Ordinary
Shares respectively representing approximately 0.35 per cent. and
2.39 per cent. of the Company's enlarged issued share
capital.
Related Party
Transactions
The participations in the Director and
Management Subscription by Helen Green, a non-executive director of
the Company, and Michele Tuomi, CEO of Landore Resources Canada
Inc., are deemed to constitute related party transactions under the
AIM Rules for Companies. Accordingly, the independent director,
being Huw Salter, having consulted with the Company's Nominated
Adviser, Strand Hanson Limited, considers the terms of such
participations to be fair and reasonable insofar as the Company's
shareholders are concerned.
The Director Fee Settlement involving Glenn
Featherby, an executive director of the Company, is also deemed to
constitute a related party transaction under the AIM Rules for
Companies. Accordingly, the independent director, being Huw Salter,
having consulted with the Company's Nominated Adviser, Strand
Hanson Limited, similarly considers the terms of such settlement to
be fair and reasonable insofar as the Company's shareholders are
concerned.
Application
for Admission and Total Voting Rights
As noted above, application has been made to
the London Stock Exchange for admission of the Conditional New
Ordinary Shares, Director and Management Subscription
Shares and Director Fee Shares to trading on AIM.
On Admission of all such shares, expected to
occur at 8.00 a.m. on or around 9 July 2024, the Company's issued
share capital will consist of 312,816,612 Ordinary Shares with
voting rights. Landore Resources does not hold any Ordinary Shares
in treasury. This figure of 312,816,612 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.
Directorate
Change
Further to the Company's announcement of 12
June 2024, Mr Alexander Shaw, Chief Executive Officer ("CEO") of
Landore Resources, has been appointed to its Board with immediate
effect having previously joined the Company's senior management
team on 17 June 2024.
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 African 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.
Further to his participation in the
Subscription, Mr Shaw will be interested in 1,041,667 Ordinary
Shares representing approximately 0.33 per cent. of the Company's
enlarged issued share capital at Admission.
Pursuant to him joining the Company, Mr Shaw
has been issued and currently holds 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. Such options
have an exercise period of five years from today's date.
Glenn
Featherby, Executive Director of Landore Resources, today
commented:
"We are
delighted to welcome Alexander to the Board and look forward to
continuing to work closely with him as CEO as we
progress the development
of our
flagship BAM Gold Project at Junior Lake and endeavour to generate
growth and long term value for shareholders from our high-quality
asset portfolio."
Unless
otherwise defined herein, all defined terms used in this
announcement shall have the meanings ascribed to them in the
Company's announcement of 12 June 2024.
For further
information, please contact:
Landore
Resources Limited
Alexander Shaw (CEO)
Tel: +44 (0)7799 005916
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
Burson
Buchanan (Financial PR)
Bobby Morse
(landore@buchanancomms.co.uk)
Tel: 020 74665000
Additional
information on the Directorate Appointment
The following additional information, save for
his directorship of Landore Resources, is provided in accordance
with AIM Rule 17 and paragraph (g) of Schedule Two of the AIM Rules
for Companies:
Alexander Iain Shaw (aged
48)
|
Current
directorships/partnerships
|
Past directorships/partnerships in last
five years
|
|
Blackstone Texas
Inc.
Chilwa Minerals
Limited
|
CC Trustees
Limited
Green Door Capital
Ltd
|
|
Frontier Alliance
Ltd
|
Luso Resources
Limited
|
|
KBMEC
Limited
|
|
|
LGM AfriCam
S.A.
|
|
|
Luso Global Mining
S.A.
|
|
|
Nazare Resources
Limited
|
|
|
Wouri Resources
S.A.
|
|
There is no further information to be disclosed
in relation to Alexander's appointment pursuant to AIM Rule 17 or
Schedule Two paragraph (g) of the AIM Rules for
Companies.
About Landore
Resources
Landore Resources (AIM: LND) is the 100% owner
of the highly prospective BAM Gold Project, Northwestern Ontario,
Canada, which has an NI 43-101 compliant resource estimate of 1.5m
oz Au (Indicated: 1.03m oz from 30.96Mt @ 1.0g/t; Inferred:
467,000oz from 18.3M/t @ 0.8g/t). Ontario is Canada's largest gold
producing province, and produced 3.9m oz, accounting for 41% of
Canada's total gold production in 2023. Landore Resource's
strategic objective is to crystallise value from BAM's last
estimated NPV of US$333.6m @ US$1,800/oz spot (from May 2022 PEA),
as well as generating additional value from its non-core portfolio
of precious and battery metals projects in eastern Canada and the
USA.
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 ("UK
MAR").
PDMR
Notification Form:
The notification below is made in accordance
with the requirements of UK MAR.
|
1.
|
Details of the person
discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
1. Alexander Shaw
2. Glenn Featherby
3. Helen Green
4. Michele Tuomi
|
|
2.
|
Reason for the
Notification
|
|
a)
|
Position/status
|
1. Chief Executive Officer
2. Executive Director
3. Non-Executive Director
4. Chief Executive Officer of Landore
Resources Canada Inc.
|
|
b)
|
Initial
notification/amendment
|
Initial
notification
|
|
3.
|
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor
|
|
a)
|
Name
|
Landore
Resources Limited
|
|
b)
|
LEI
|
21380019CJ5T1PNY3Q69
|
|
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 nil par value each in the share capital of Landore
Resources Limited
|
|
Identification code
|
GG00BMX4VR69
|
|
b)
|
Nature of
the Transaction
|
1. Participation in Subscription for new
Ordinary Shares
2. Conversion of accrued fees/salary into
new Ordinary Shares
3. Participation in Subscription for new
Ordinary Shares
4. Participation in Subscription for new
Ordinary Shares
|
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
1. 2.4p
2. 2.4p
3. 2.4p
4. 2.4p
|
1. 1,041,667
2. 2,500,000
3. 416,667
4. 208,333
|
|
|
d)
|
Aggregated
information
Aggregated
volume Price
|
Aggregate
volume: 4,166,667
Aggregate
price: 2.4p
|
|
e)
|
Date of the
transaction
|
8 July
2024
|
|
f)
|
Place of
the transaction
|
Outside of
an exchange
|
- ENDS -
