REG - Alba Mineral Resrcs. - AGM, GROC Subscription and Director Dealings
31/05/2024 14:45
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RNS Number : 7042Q Alba Mineral Resources PLC 31 May 2024
Alba Mineral Resources Plc / EPIC: ALBA / Market: AIM / Sector: Mining
31 May 2024
Alba Mineral Resources Plc
("Alba" or the "Company")
Results of AGM and GROC Subscription and Director Dealings
Alba Mineral Resources Plc (AIM: ALBA) announces that at its Annual General
Meeting ("AGM"), which was held today, all the resolutions were duly passed.
Alba further notes the RNS today by its portfolio company, GreenRoc Mining Plc
("GreenRoc"), regarding the subscription of shares in GreenRoc by GreenRoc
directors and persons discharging managerial responsibilities ("PDMRs") as
well as by GreenRoc's largest shareholder, Alba, and a number of Alba concert
parties. In total, 6,111,108 new ordinary shares of 0.1 pence each (the
"Shares") have been subscribed for in GreenRoc at a price of 1.8 pence per
Share (the "Subscription Price") for a total subscription of approximately
£110,000 (the "Subscription").
Alba has subscribed for 3,888,890 Shares at the Subscription Price ("Alba
Subscription"). Following its subscription, Alba will hold 66,915,207 shares
in the Company, equivalent to 35.69% of the Company's issued capital.
The Alba Subscription, and the subscriptions of Alba Directors Michael Nott
and George Frangeskides and COO Mark Austin, constitute related party
transactions as defined by the AIM Rules. The independent director of the
Company in relation to those subscriptions (being Elizabeth Henson, who is not
participating in the subscription) considers, having consulted with SPARK
Advisory Partners Limited, the Company's nominated adviser, that the terms of
the subscriptions are fair and reasonable insofar as the Company's
shareholders are concerned.
The GreenRoc announcement is set out below without material changes.
GreenRoc Mining plc
("GreenRoc" or the "Company")
Share Subscription and Director and PDMR Dealings
GreenRoc Mining Plc (AIM: GROC), a company focused on the development of
critical mineral projects in Greenland, is pleased to announce the
subscription of shares in the Company by GreenRoc directors and persons
discharging managerial responsibilities ("PDMRs") as well as by the Company's
largest shareholder, Alba Mineral Resources plc ("Alba"), and a number of Alba
concert parties. In total, 6,111,108 new ordinary shares of 0.1 pence each
(the "Shares") have been subscribed for at a price of 1.8 pence per Share (the
"Subscription Price") for a total subscription of approximately £110,000 (the
"Subscription").
Alba/Concert Parties Subscription (£) Shares Allotted
Alba 70,000.02 3,888,890
Michael Nott 4,999.99 277,777
George Frangeskides* 9,499.99 527,777
Mark Austin** 5,249.99 291,666
Sub-Total 89,749.99 4,986,110
GROC Directors and PDMRS
Stefan Bernstein 5,249.99 291,666
Lars Brünner 2,250.00 125,000
Andrew Panteli 5,249.99 291,666
Silvertree Partners LLP*** 7,499.99 416,666
Sub-Total 20,249.97 1,124,998
Grand Total 109,999.96 6,111,108
* Mr Frangeskides is both a director and the Chairman of GreenRoc and a
director and the Chairman of Alba.
**Mr Austin is a PDMR of Alba and a director of GreenRoc.
***Silvertree Partners LLP provide CFO services through Ben Proffitt who is
GreenRoc's CFO.
Alba Mineral Resources Plc holding
Alba Mineral Resources Plc ("Alba") has subscribed for 3,888,890 Shares at the
Subscription Price ("Alba Subscription"). Following its subscription, Alba
will hold 66,915,207 shares in the Company, equivalent to 35.69% of the
Company's issued capital.
GROC Directors and PDMRS holding
The table below provides details of the purchase of Shares by Directors and
PDMRS of the Company under the Subscription and their resulting interests
following the purchase. The PDMR form is set out at the bottom of this
announcement.
Name Interest in Shares prior to the Subscription Number of Subscription Shares subscribed for Interest in Shares following completion of the Subscription % of Enlarged Share Capital
George Frangeskides 400,001 527,777 927,778 0.49%
Stefan Bernstein 1,420,000 291,666 1,711,666 0.91%
Mark Austin - 291,666 291,666 0.16%
Mark Rachovides 280,000 - 280,000 0.15%
Lars Brünner 125,000 125,000 250,000 0.13%
Andrew Panteli - 291,666 291,666 0.16%
Silvertree Partners LLP* - 416,666 416,666- 0.22%
*Silvertree Partners LLP provide CFO services through Ben Proffitt who is
GreenRoc's CFO.
Related Party Transactions
The Alba Subscription constitutes a related party transaction as defined by
the AIM Rules. The independent directors of the Company in relation to the
Alba Subscription (being all the directors of the Company other than George
Frangeskides and Mark Austin) consider, having consulted with Cairn Financial
Advisers LLP, the Company's nominated adviser, that the terms of the Alba
Subscription are fair and reasonable insofar as the Company's shareholders are
concerned.
The subscriptions by the above-named GreenRoc directors constitute related
party transactions as defined by the AIM Rules. The independent director of
the Company in relation to the subscriptions by the GreenRoc directors, being
Mark Rachovides who is not participating in the Subscription, considers,
having consulted with Cairn Financial Advisers LLP, the Company's nominated
adviser, that the terms of the subscriptions by the above-named GreenRoc
directors are fair and reasonable insofar as the Company's shareholders are
concerned.
Admission to Trading on AIM and Total Voting Rights
Application has been made for the Subscription Shares, which will rank pari
passu with the existing ordinary shares of 0.1 pence each, to be admitted to
trading on AIM ("Admission"). It is expected that Admission of the 6,111,108
Subscription Shares will become effective and that dealings will commence at
8:00 a.m. on or around 5 June 2024.
Following the issue of the Subscription Shares, the total issued share capital
of the Company will consist of 187,464,769 ordinary shares of 0.1 pence each.
The Company does not hold any ordinary shares in Treasury, therefore the total
voting rights in the Company following Admission will be 187,464,769. 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 in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
PDMR Disclosures
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Stefan Bernstein
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 291,666
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr George Frangeskides
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 527,777
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Lars Brünner
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 125,000
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Mark Austin
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 291,666
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Mr Andrew Panteli
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 291,666
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Silvertree Partners LLP
2 Reason for notification
a. Position/Status PDMR
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name GreenRoc Mining Plc
b. LEI
213800OAVF2KQAD11380
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
Identification Code Ordinary shares of £0.001 each
GB00BLD3C518
b. Nature of the transaction Subscription for Ordinary shares of £0.001 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1.80 pence 416,666
d. Aggregated information
N/A
e. Date of the transaction 31 May 2024
f. Place of the transaction London, UK
**ENDS**
For further information, please visit www.albamineralresources.com
(http://www.albamineralresources.com/) or contact:
Alba Mineral Resources plc +44 20 3950 0725
George Frangeskides, Executive Chairman
SPARK Advisory Partners Limited (Nomad) +44 20 3368 3555
Andrew Emmott
CMC Markets plc (Broker) +44 20 3003 8632
Thomas Smith / Douglas Crippen
Alba's Projects & Investments
Projects Operated by Alba Location Ownership
Clogau (gold) Wales 100%
Dolgellau Gold Exploration (gold) Wales 100%
Gwynfynydd (gold) Wales 100%
Investments Held by Alba Location Ownership
GreenRoc Mining Plc (mining) Greenland 35.69%
Horse Hill (oil) England 11.765%
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