REG - Landore Resources Ld - Fundraise, Proposed CEO Appointment & Board Change

Landore ResourcesAnnouncement

12/06/2024 07:15

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RNS Number : 0509S  Landore Resources Limited  12 June 2024

 

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
(http://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 (http://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.

 

 

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