SRES Sunrise Resources Plc

SUNRISE RESOURCES PLC

("Sunrise" or the "Company")

Placing & Subscription to Raise £201,500

TVR

Sunrise Resources plc ('SRES'), wishes to announce that it has conditionally raised £201,500 before expenses ("the Fundraise") through the issue of 403,000,000 new Ordinary Shares of 0.001p each (the "Fundraise Shares") at the price of 0.05p per Placing Share (the "Fundraise Price"). The Fundraise Price is equal to the market bid price at market close on Friday 28 June 2024.

The Fundraise comprises a conditional placing (the "Placing") of 279,000,000 new Ordinary Shares and a direct subscription to the Company (the "Subscription") of 124,000,000 new Ordinary Shares.

One warrant will be issued with every two Fundraise Shares (the "Fundraise Warrants"), each Fundraise Warrant entitling the holder to subscribe for one new ordinary share at a price of 0.075p per share at any time within 12 months from the date of admission of the Fundraise Shares to trading on AIM ("Admission").

The Fundraise was arranged through the Company's broker, Peterhouse Capital Limited ("Peterhouse"). Under the terms of its engagement dated 25 October 2019, Peterhouse will be issued with 15,150,000 warrants (the "Peterhouse Engagement Warrants"), each warrant entitling the holder to apply for one new Ordinary Share at the Fundraise Price at any time within 12 months from the date of Admission.

Mr Patrick Cheetham, Executive Chairman of the Company, has subscribed £50,000 for 100,000,000 Placing Shares as part of the Placing. Mr Cheetham's subscription constitutes a related party transaction in accordance with AIM Rule 13. The independent directors of the Company (being Mr Roger Murphy and Mr James Cole), having consulted with Beaumont Cornish Limited, the Company's nominated adviser, consider that the terms of Mr Cheetham's participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Following the issue of the Fundraise Shares, Mr. Cheetham will be beneficially interested in  381,832,572 Ordinary Shares representing approximately 7.94% of the Company's enlarged issued share capital.

Use of Proceeds

The net funds raised will be applied to general working capital and exploration of the Company's mineral projects.

Admission

The issue of the Fundraise Shares, the Fundraise Warrants and the Peterhouse Engagement Warrants is conditional only on Admission. Application has been made for the Fundraise Shares to be admitted to trading on AIM and Admission is expected to occur on or around 5 July 2024.

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Board of Sunrise hereby notifies the market that further to Admission, the Company's issued share capital will consist of 4,811,647,363 Ordinary Shares with a nominal value of 0.001p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 4,811,647,363. This figure may be used by shareholders in the Company as denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Further information:

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.