REG - Ajax Resources PLC - Application for Admission to AQSE Growth Market

Ajax ResourcesAnnouncement

23/05/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250523:nRSW8689Ja&default-theme=true

RNS Number : 8689J  Ajax Resources PLC  23 May 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY SUBSCRIPTION SHARES OF RENTGUARANTOR HOLDINGS PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX TITLED 'IMPORTANT
NOTICES'.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

 

23 May 2025

AJAX RESOURCES PLC

 

("Ajax" or the "Company")

 

Application for Admission to the AQSE Growth Market

Proposed Subscription

 

The board of directors of Ajax (the "Board"), the natural resources investment
company is pleased to announce the Company's application for the admission to
trading of its ordinary shares of 1 pence each ("Ordinary Shares") to the
Aquis Stock Exchange Growth Market Access Category ("AQSE").

 

Strategy and Business Overview

 

Ajax is pursuing a strategy as a natural resources investment company, with a
focus on Copper, Gold, Zinc, Uranium, and Lead. The Company completed its
first acquisition on 21 May 2025.

 

The Company's first acquisition was the purchase of Puna Metals S.A., the
wholly owned Argentine subsidiary of Bezant Resources Plc, an AIM quoted
mining company, holding the mining rights for 12 licences, collectively
forming the Eureka Gold and Copper project in the north-west corner of the
Province of Jujuy in Argentina ("Eureka" or the "Project").

 

Eureka hosts a historical mine called the "Eureka Mine", where historical gold
and copper extraction activities commenced during the 16(th) and
17(th) century, and which has been mined as recently as the 1980s for both
gold and copper.

 

The Project is in the advanced exploration stage and is drill-ready, with the
potential to become a low-cost gold/copper mine within approximately 3/4 years
subject to permitting and other variables.  No mineral resource estimate to a
recognised standard has been historically produced for the Project. As a
result, the publication of a JORC-compliant Mineral Resource Estimate is a
primary objective for the Board during the next year. A non-compliant mineral
resource estimate, undertaken by former owners in the 1990s, suggested around
620,000 tonnes of Copper and 52,000 ounces of Gold.

 

The Company has also announced its conditional second acquisition of Minas La
Escondida, comprising of two licences, sharing the same geological
prospectivity and mineralisation for Copper and Gold, located contiguous to
Eureka, specifically in the immediate vicinity to the historical Eureka Mine.
 

 

Ajax's strategy is centred on the acquisition and development of assets with
historical production and significant untapped reserves, as well as material
exploration prospectivity.  Strategic attention is directed to assets that
have material unexploited resources and hold near-term production potential.
These include acquisition opportunities which may have been, for various
reasons, historically undeveloped or neglected, requiring new technical and
financial investment to obtain value maximisation.  The Company wishes to
acquire assets that can generate revenue following the necessary technical
investment and modernisation work.

 

A presentation on the Company can be viewed at:

 

http://www.rns-pdf.londonstockexchange.com/rns/8689J_1-2025-5-22.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8689J_1-2025-5-22.pdf)

 

Proposed Subscription & Admission

 

As set out in the Company's announcement of 16 April 2025, the Company is
seeking to undertake a fundraising by way of an issue of new Ordinary Shares
concurrent with the admission to trading on AQSE.  The Company is seeking to
raise up to £1.5m through the issue of up to 37,500,000 new Ordinary Shares
at a price of 4 pence per Ordinary Share ("Subscription Shares") by way of
subscriptions (the "Subscription").  The net funds raised through the
Subscription are proposed to be utilised, alongside the Company's existing
cash resources of approximately £0.65m (post the acquisition of Eureka) to
conduct the necessary exploration work, including drilling activities, to
publish a JORC compliant Mineral Resource Estimate for Eureka, the acquisition
of additional projects and for general working capital purposes.

 

The Board has undertaken to participate in the amount of at least 15% in the
Subscription.

 

The Subscription Share issue will be made on a non-pre-emptive basis under the
terms of the Board's authority confirmed at the last AGM.  Any eligible
shareholder, however, who may wish to subscribe for Ordinary Shares in the
issue may express an interest to the Company by emailing:
info@ajaxresources.com.

 

The Subscription is planned to close on 5 June 2025 and a further announcement
in relation to its results is expected to be made on or before that date,
which will include details of the application to be made for the Subscription
Shares and the existing 46,862,500 Ordinary Shares to be admitted to trading
on the AQSE Growth Market ("Admission").  Admission is currently planned to
take place at 08:00 BST on 9 June 2025 and is subject to a minimum
Subscription of £0.4m.

 

The Board is of the opinion, having made due and careful enquiry, that the
working capital available to the Company is sufficient for a period of at
least twelve months following Admission.

 

Additional Information

 

Ajax is currently listed on the FCA Equity Shares (Shell Companies) category
of the Official List, its Ordinary Shares are admitted to trading on the Main
Market of the London Stock Exchange, and its website (below) contains
significant historic information since its original listing on 7 April 2022:

 

https://www.ajaxresources.com/ (https://www.ajaxresources.com/)

 

In particular, the Board would draw attention to:

 

·    Regulatory News -
https://www.ajaxresources.com/investors/regulatory-news/
(https://www.ajaxresources.com/investors/regulatory-news/)

·    Prospectus -
https://www.ajaxresources.com/investors/key-documents/#tabs-admission-documents
(https://www.ajaxresources.com/investors/key-documents/#tabs-admission-documents)

·    Financial Statements -
https://www.ajaxresources.com/investors/key-documents/#tabs-financial-statements
(https://www.ajaxresources.com/investors/key-documents/#tabs-financial-statements)

·    Articles of Association -
https://www.ajaxresources.com/investors/key-documents/#tabs-articles-of-association
(https://www.ajaxresources.com/investors/key-documents/#tabs-articles-of-association)

·    Details of Company's Shares and Shareholdings -
https://www.ajaxresources.com/investors/significant-shareholders/
(https://www.ajaxresources.com/investors/significant-shareholders/)

 

These links include information or documents published by the Company in
accordance with the rules of the FCA Equity Shares (Shell Companies) category
of the Official List which are incorporated by reference to this announcement.

 

The Company's current TIDM of AJAX will be retained on AQSE.

 

Risk Factors

 

The Risk Factors contained in the Company's previous prospectus (link above)
should be read alongside the additional risks around the Company's acquisition
of Eureka set out below:

 

Early-stage exploration and evaluation risk

Ajax's development of early-stage operations and the continuing success of the
Company will depend on Ajax's ability to manage the Project in Argentina,
maintain its licences, and to take advantage of further opportunities which
may arise. Initially, the Company will have no properties producing positive
cash flow and its ultimate success will depend on its ability to generate cash
flow from active mining operations in the future and its ability to access
equity markets for its development requirements. Losses are likely to occur in
the near future and there can be no assurance that Ajax will be profitable in
the future.

 

No recent history of production

Ajax's properties are at early exploration stage only. Ajax has never had any
material interest in any producing properties. There can no assurance given
that commercial quantities of Gold, Copper and other mineralised resources
will be discovered at any of the Ajax properties or any future properties, nor
can there be any assurance that the exploration or development programs of
Ajax thereon will yield any positive results. Even if commercial quantities of
Gold, Copper and other mineralised resources are discovered, there can be no
assurance that any property of the Company will ever be brought to a stage
where such resources can profitably be produced. Factors which may limit the
ability of Ajax to produce Gold, Copper and other mineralised resources from
its properties include, but are not limited to, commodity prices, availability
of additional capital and financing and the nature of any mineralisation
deposits.

 

Dependence on third party approvals and consents

Ajax's exploration activities are and will be subject to the issue and
conditions of various governmental or third-party approvals, consents and
licences, including, but not limited to, the grant of exploration or
production licences and consent to the approval of changes of control of
entities which the Company may acquire or acquire an interest. There can be no
assurance that the necessary approvals, consents or licences would be
forthcoming at all, or on terms and conditions which would be commercially
acceptable or practicable for the Company.

 

Drilling

Ajax may encounter hazards inherent in drilling activities. Examples of such
hazards include unusual or unexpected formations, abnormal pressures or rock
properties, adverse weather conditions, mechanical difficulties, conditions
which could result in damage to plant or equipment or shortages or delays in
delivery of rigs and/or other equipment.

 

While Ajax intends to take adequate precautions to minimise risks associated
with drilling activities, there can be no guarantee that the Company will not
experience one or more material incidents during drilling activities that may
have an adverse impact on the operating and financial performances of Ajax,
including costs associated with control of drilling operation, recovery of
plant and equipment, environmental rectification and compensation along with
delays and other impacts on anticipated results.

 

Risk of negative impact on the local community

Ajax's operations may affect the ongoing activities and tranquillity of the
local communities with noise disturbances, crop destructions, increased
traffic, or others. The activities of Ajax will be regulated by the laws and
regulations relating to mining activities that are current within Argentina
and at the Jujuy provincial level and the Company will ensure its practices
also respect common living principles and traditions.

 

Environmental risks

Ajax's operations and projects are subject to the laws and regulations of all
jurisdictions in which it has interests and carries on business, regarding
environmental compliance and relevant hazards. With respect to Eureka, these
are the laws and regulations of Argentina and the Province of Jujuy.

 

These laws and regulations set standards regulating certain aspects of health
and environmental quality and provide for penalties and other liabilities for
the violation of such standards. They also establish, in certain
circumstances, obligations to rehabilitate current and former facilities and
locations where operations are or were conducted.

 

Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and
employees. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect the Company's operations.
Environmental hazards may exist on the properties in which the Company holds
interests that are unknown to Ajax at present.

 

As with most exploration projects operations, the Company's activities are
expected to have an impact on the environment. Significant liability could be
imposed on Ajax for damages, clean-up costs, or penalties in the event of
certain discharges into the environment. It is Ajax's intention to minimise
this risk by conducting its activities to the highest standard of
environmental obligation, including compliance with all environmental laws and
where possible, by carrying appropriate insurance coverage.

 

Failure to comply with applicable laws, regulations and permitting
requirements may result in enforcement actions thereunder, including orders
issued by regulatory or judicial authorities causing operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in
the exploration or development of natural resource properties may be required
to compensate those suffering loss or damage by reason of the exploration and
development activities and may have civil or criminal fines or penalties
imposed for violations of applicable laws or regulations.

 

There is also a risk that the environmental laws and regulations may become
more onerous, making the Company's operations more expensive. Amendments to
current laws, regulations and permits governing operations and activities of
resource companies, or more stringent implementation thereof, could have a
material adverse impact on Ajax and cause increases in exploration expenses,
capital expenditures or production costs or reduction in levels of production
at producing properties or require abandonment or delays in development of new
properties.

 

This announcement, together with any documents incorporated by reference,
shall be deemed to constitute an admission document for the purposes of the
AQSE Growth Market Rules for Issuers - Access. It has not been approved or
reviewed by the Aquis Stock Exchange or the Financial Conduct Authority.

 

- ENDS -

 

 

 

 

 

For further information:

 

 Ajax Resources Plc                           Tel: + 44 (0) 208 146 6345

 Ippolito Cattaneo, Chief Executive Officer   info@ajaxresources.com
 Allenby Capital Limited (Financial Adviser)  Tel: + 44 (0) 203 328 5656

 Nick Harriss / Daniel Dearden-Williams       n.harriss@allenbycapital.com

                                              d.dearden-williams@allenbycapital.com

 

Important Notices:

 

The content of this announcement does not constitute a Financial Promotion
within the meaning of the Financial Services and Markets Act 2000 (as amended)
('FSMA'). The Subscription will be exempt from the general restriction (in
section 21 of FSMA) relating to communications of invitations or inducements
to engage in investment activity on the ground that it is made in accordance
with Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ('the Order') to parties who are or who are reasonably
believed to be members of the Company or it is made to a person to whom it
would otherwise be lawful to offer a participation in and communicate with in
connection with  the  Subscription. If you are in any doubt about the
investment to which this promotion relates, you should consult an authorised
person specialising in advising on investments of the kind in question. IF YOU
DO NOT FALL WITHIN AN EXEMPTION UNDER THE ORDER, THEN YOU MAY NOT PARTICIPATE
IN THE SUBSCRIPTION.

 

This announcement is for information purposes only and does not constitute or
form any part of an offer to sell or issue, or a solicitation of an offer to
buy, subscribe for or otherwise acquire any securities in the united states
(including its territories and possessions, any state of the united states and
the District of Columbia (collectively, the "united states"), Australia,
Canada, South Africa, Japan or any other jurisdiction in which such offer or
solicitation would be unlawful or to any person to whom it is unlawful to make
such offer or solicitation. No public offering of the Subscription Shares is
being made in any such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. This announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or into the
United States, Australia, Canada, South Africa, Japan or any other
jurisdiction in which such release, publication or distribution would be
unlawful.

 

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this announcement
or the Subscription and no such prospectus is required to be published.

 

This announcement is for information purposes only and shall not constitute an
offer to sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire any Subscription Shares.  No offering document or
prospectus will be made available in any jurisdiction in connection with the
matters contained or referred to in this announcement or the Subscription and
no such prospectus is required to be published.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Subscription. Recipients of this
announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this announcement.
This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Subscription Shares. The price and value of securities can
go down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

 

All offers of the Subscription Shares will be made pursuant to an exemption
under the UK Prospectus Regulation from the requirement to produce a
prospectus. This announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCQLLFLEELXBBB