TIDMLND
RNS Number : 5875Y
Landore Resources Limited
04 January 2024
Landore Resources Limited
GBP600,000 Equity fundraise, board changes and operational
update
London, United Kingdom - 4 January 2024 - Landore Resources
Limited (AIM : LND) ("Landore Resources" or the "Company")
announces that it has conditionally raised GBP600,000 before
expenses by way of a placing (the "Placing") and a subscription
(the "Subscription") of, in aggregate, 25,000,000 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 "New
Ordinary Shares") (together, the "Fundraising").
The New Ordinary Shares will represent approximately 17.01 per
cent. of the Company's enlarged issued share capital. The
Fundraising price of 2.4 pence (the "Fundraising Price") represents
a discount of approximately 22.58 per cent. to the mid-market
closing price on AIM of 3.1 pence per Ordinary Share on 3 January
2024, being the latest practicable business day prior to the
publication of this announcement.
Of the, in aggregate, 25,000,000 New Ordinary Shares, 14,700,000
New Ordinary Shares have been placed utilising the Company's
existing authority to allot shares for cash on a non-pre-emptive
basis (the "Firm Placing Shares"). The issue of the balance of
10,300,000 New Ordinary Shares (comprising 7,383,333 New Ordinary
Shares to be issued pursuant to the Placing (the "Conditional
Placing Shares") and 2,916,667 New Ordinary Shares to be issued
pursuant to the Subscription (the "Subscription Shares"), together
the "Conditional Fundraising 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 a
forthcoming general meeting to be convened shortly (the "General
Meeting").
Novum Securities Limited ("Novum") has entered into an agreement
with Landore Resources (the "Placing Agreement") pursuant to which,
subject to the conditions set out therein, Novum has been
instructed by Landore Resources to assume the duties of placing
agent to procure subscribers for the Firm Placing Shares and the
Conditional Placing Shares. The Placing Agreement contains
customary provisions including that the Placing Agreement can be
terminated, inter alia, if (i) there is a breach of any material
warranty, or any of the other obligations on the Company which is
material in the context of the Placing; (ii) in the reasonable
opinion of Novum there has occurred a material adverse change in
the business of, or the financial or trading position of, the
Company, or (iii) the name or reputation of Novum is likely to be
prejudiced if it continues to act as placing agent. In addition,
the Company has entered into subscription letters with certain
individuals in respect of the issue of the Subscription Shares. The
Company has also agreed, subject to shareholder approval at the
General Meeting, to issue 1,500,000 'broker' warrants to Novum,
giving them the right to acquire such number of new Ordinary Shares
at an exercise price of 2.4 pence for a period of three years from
the date of admission of the Conditional Fundraising Shares.
The net proceeds of the Fundraising will be used for general
working capital purposes and to progress the Company's strategy of
focusing on the advancement of its flagship BAM Gold Project at the
Junior Lake property in Northwestern Ontario.
Directors' Participation in the Fundraising
The following directors of the Company are participating in the
Subscription for an investment, in aggregate, of GBP40,000.
Director No . of Subscription Resulting holding Resulting percentage
Shares subscribed of Ordinary Shares of enlarged share
for pursuant capital held
to the Fundraising on completion
of the Fundraising
Helen Green 416,667 664,307 0.45
--------------------- -------------------- ---------------------
Glenn Featherby 1,250,000 4,976,053 3.38
--------------------- -------------------- ---------------------
Related Party Transactions
Helen Green and Glenn Featherby have subscribed for, in
aggregate, 1,666,667 new Ordinary Shares pursuant to the
Subscription as set out above. In addition, William Humphries, a
former director of the Company within the last 12 months, has
subscribed for 1,250,000 new Ordinary Shares pursuant to the
Subscription. The participation in the Subscription by Helen Green
and Glenn Featherby, as directors of the Company, and William
Humphries as a former director of the Company, 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.
Circular
A circular relating to the Fundraising (the "Circular") will be
posted to shareholders shortly, and a further announcement will be
made in due course in this regard. The Circular will contain formal
notice convening the requisite General Meeting to approve, inter
alia, issue of the Conditional Fundraising Shares. The General
Meeting is currently expected to be held in late January 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 formal
notice. The Circular will be made available to view on the
Company's
website at: www.landore.com once published.
Board Changes
In light of the termination of the proposed non-brokered private
placement in Canada and postponement of the proposed dual listing
on the TSX Venture Exchange, as announced on 8 December 2023, and
in order to reduce costs and maximise deployment of cash resources
on operational activities, the Company's CEO, Claude Lemasson, and
Non-Executive Director, Larry Strauss, have resigned from their
respective positions effective immediately. Accordingly, Glenn
Featherby has assumed the role of interim CEO with Helen Green and
Huw Salter continuing to serve as Non-Executive Directors. Michele
Tuomi will continue as CEO of Landore Resources Canada Inc. and
will be responsible for the Company's project operations. The
composition of the Board will be reviewed on a regular basis and it
is currently intended to appoint an additional Non-Executive
Director with technical expertise to strengthen the Board in due
course. The Board would like to thank Claude and Larry for their
efforts.
Operational Update
During 2023 an infill and extension soil sampling programme was
conducted over 17 kilometres of the Junior Lake shear zone, from
the Placer Dome Gold prospect in the west to east of the BAM Gold
Deposit. This regional shear zone has previously proven to be
highly prospective for gold and battery metals hosting the 1.5
million ounce BAM Gold Deposit, the B4-7 Nickel-Copper-Cobalt-PGE
Deposit, and the VW Nickel Deposit. Preliminary results from the
2023 soil sampling programme have been encouraging and will be
reported once fully collated and interpreted. In addition, a drill
core infill sampling programme was also carried out in 2023 on an
area from the BAM Gold Deposit through to the Lamaune Gold Prospect
approximately 11 kilometres along strike west of the BAM Gold
Deposit. This programme was designed to further test for gold
mineralisation and refine the Junior Lake geological model by
obtaining further mineralisation, lithology and structural data.
Results of the infill core sampling programme will also be reported
in due course. The Company expects all of the results from the
abovementioned work to be received and reported on during Q1
2024.
A drilling programme to advance the Company's flagship BAM Gold
Project has been prepared for implementation in 2024. Accordingly,
the Company will be exploring additional funding options to enable
it to, inter alia, proceed with such drilling campaign at the
earliest opportunity in 2024, as well as exploring potential
strategic investor, merger or sale opportunities in relation to its
Canadian subsidiary. The Company will provide further updates in
due course as appropriate.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the Firm Placing Shares to trading on AIM
("Admission"). The Firm Placing 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
January 2024.
On Admission, the Company's issued share capital will consist of
136,713,058 Ordinary Shares with voting rights. Landore Resources
does not hold any Ordinary Shares in treasury. This figure of
136,713,058 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 application for admission of the Conditional Fundraising Shares
which will, inter alia, be conditional on the receipt of
shareholder approval at the forthcoming General Meeting.
Interim Chief Executive Officer, Glenn Featherby, said :
"Despite a period of significant challenges and difficult market
conditions, I believe the opportunity exists for the Company to
reset its goals and restore value for shareholders. The Board of
Directors are confident that we will have a year of progress in
2024, with our operational focus being on the Company's highly
prospective BAM Gold Deposit, seeking to bring the Resource to the
development stage. We appreciate the continued patience and support
of our shareholders during this transition period."
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.
PDMR Notification Forms
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Helen Green
2. Glenn Featherby
-------------------------------- -------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------
a) Position/status 1. Non-Executive Director
2. Chief Executive Officer
-------------------------------- -------------------------------------------
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 Ordinary shares of nil par value each
instrument, type of instrument in the share capital of Landore Resources
Limited
-------------------------------- -------------------------------------------
Identification code GG00BMX4VR69
-------------------------------- -------------------------------------------
b) Nature of the Transaction Participation in Subscription for
new Ordinary Shares
-------------------------------- -------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 2.4p 1. 416,667
2. 2.4p 2. 1,250,000
--------------
-------------------------------- -------------------------------------------
d) Aggregated information Aggregate volume: 1,666,667
Aggregated volume Price Aggregate price: 2.4 p
-------------------------------- -------------------------------------------
e) Date of the transaction 3 January 2024
-------------------------------- -------------------------------------------
f) Place of the transaction Outside of an exchange
-------------------------------- -------------------------------------------
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END
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