Alba Mineral Resrcs. - Motzfeldt Acquisition Completion
28/10/2025 15:12
RNS Number : 1676F
Alba Mineral Resources PLC
28 October 2025
Alba Mineral Resources Plc / EPIC: ALBA / Market: AIM / Sector: Mining
28 October 2025
Alba Mineral Resources Plc
("Alba" or the "Company")
Motzfeldt Acquisition Completion
Share Placing to raise £500k
Alba Mineral Resources plc (AIM: ALBA), the gold and critical raw materials focused exploration and development company, is pleased to announce that it has completed the first stage of its acquisition of a majority stake in the Motzfeldt Critical Metals Project, a large and highly prospective niobium-tantalum-zirconium-rare earth element (Nb-Ta-Zr-REE) project located in southern Greenland ("Motzfeldt" or the "Project"). The Company also provides an update across its project portfolio, and confirms that it has raised £500,000 (before costs) in a share placing.
Highlights
· The transaction terms for Motzfeldt announced on 14 July 2025 have been modified by agreement to provide for a more even split between the phasing of Alba's acquisition of a 51% interest in the Project, consequently reducing both Alba's initial sole funding commitment and its initial obligation to reimburse the Project owner for its 2025 field programme costs. Total consideration and ultimate interest in the Project remain unchanged.
· Alba has completed the acquisition of an initial 25.5% interest in the Motzfeldt Critical Metals Project in southern Greenland, enriched in Niobium (Nb), Tantalum (Ta), Zirconium (Zr), and Rare Earth Elements ("REEs").
· Review of 2025 drone photogrammetric survey at Motzfeldt reveals potential for greater zones of high-grade mineralisation at Merino Prospect at depth.
· Pre-blasting works at Clogau Gold Mine progressing.
· Drilling at Finnsbo copper-gold-rare earths project scheduled to start w/c 4 November 2025.
· The Company has also raised £500k (before costs) in a share placing.
Company Comment
The Chairman, George Frangeskides, commented:
"We are pleased to have completed the first phase of the acquisition of a majority stake in the Motzfeldt Project, the only one of Greenland's three large-scale rare earth projects which is not already in the ownership of a publicly listed company. Work is progressing well at Motzfeldt, with the present focus being on the review of the airborne photogrammetric survey which is providing remarkable detail of both the Aries deposit and the Merino prospect, which will be invaluable as we continue to develop our understanding of those sites.
"Work is also advancing in respect of the activities we need to complete at Clogau before we can blast, however these additional mandated works have materially extended both our timelines and our budget for the project, resulting in the Board's decision to raise further funds at this time.
"With that behind us now, we enter into a period of great promise and anticipation for Alba, as we build up to both the blasting of our main gold target at Clogau and the drilling of our high-grade Finnsbo copper-gold-rare earths prospect in Sweden in the coming days."
Acquisition Terms and Related Party Transaction
Certain changes have been negotiated to the terms of the transaction announced on 14 July 2025. While the total consideration for the acquisition by Alba of a 51% interest in the Project has not changed, the phasing of the acquisition has been modified, as follows:
- First Completion: the acquisition by Alba of an initial 25.5% interest in the Project, for £30,000 in cash and £426,930 in Alba shares at a deemed issue price of £0.0002414 (0.02414p) per share (unchanged from the announcement of 14 July 2025), a premium of approximately 20% above the last closing price of Alba shares of 0.020p on 27 October 2025 for a total of 1,768,560,480 Alba consideration shares. This acquisition has now been completed.
- Second Completion: the acquisition by Alba of a further 25.5% interest in the Project for £518,070 in Alba shares at the same deemed issue price of £0.0002414 (0.02414p) per share (unchanged from the announcement of 14 July 2025). Upon completion of the second stage of the transaction, a total of 2,146,103,977 consideration shares will be issued and Alba will move to a majority 51% interest in the Project.
In particular:
- Instead of Alba acquiring 49% of the Project at First Completion and another 2% at Second Completion, it has now acquired 25.5% at First Completion and will be acquiring a further 25.5% at Second Completion, thus ensuring a more even split in the consideration paid by Alba across the two phases of the transaction.
- Similarly, the repayment of loans and accrued fees will now be split more evenly between the two phases of the transaction.
- Alba's previous commitment to sole fund the Project up to an amount of £350k from First Completion will now be split so that the sole funding commitment from First Completion is reduced to £100k, with another £250k sole funding commitment only applying as from Second Completion, once Alba has moved to majority ownership of the Project.
- Instead of Alba having to reimburse 100% of the Motzfeldt 2025 field programme costs on First Completion, only 35% of those costs will have to be reimbursed at First Completion, with the balance of 65% being reimbursed on Second Completion, once Alba has moved to majority ownership.
The result of these changes is to substantially reduce both Alba's cash and share commitments at and following First Completion.
As previously stated, part of the consideration for the acquisition will be applied in the repayment of shareholder and third-party loans and accrued invoices through which the current operator and 100% owner of the Project, Elemental Rare Metals Ltd ("ERM") has funded the development of the Project in the past several years, amounting to approximately £375K in total across the two phases of the acquisition, with the balance of the consideration, approximately £600k in total, to be paid for the 51% controlling interest in the Project and distributed to ERM shareholders pro rata.
The completion of the second stage of the transaction will be subject to (1) Greenland Government approval to Alba acquiring a majority stake in the Project and (2) approval at a general meeting of Alba's acquisition of the second stake of 25.5% at Second Completion from an entity associated with Alba Chairman George Frangeskides. That entity did not participate in the sale of the initial stake of 25.5% to Alba which has completed.
Other terms announced on 14 July have not changed. As such:
- A joint venture will be established between Alba and ERM's existing shareholders.
- Once it has reached 51% ownership, Alba will have a right of first refusal over the remaining 49% interest, and the 49% owners will have a tag-along right in the event of a proposed sale by Alba of its 51% stake.
- Alba shares issued in the transaction will be subject to a total of 12 months of restrictions on sale, namely:
o an initial three-month lock-in from completion for 100% of the Alba consideration shares;
o a further three months during which 50% of the shares will be locked-in and 50% subject to orderly marketing provisions; and
o a further six-month orderly market period for 100% of the remaining shares.
In addition, the recipients of Alba consideration shares at First Completion have given certain undertakings to the Company, including irrevocable undertakings to vote in favour of the second stage of the acquisition at a forthcoming general meeting of the Company.
As previously reported, Alba Chairman George Frangeskides is a founder, significant shareholder and funder of ERM and therefore stands to receive part of the consideration from the transaction at Second Completion (see Table 1). Alba CFO Sarah Potter has, independently of her role with Alba, provided accounting services to ERM which will be paid from the transaction consideration as part of the settlement of accrued invoices referred to above at Second Completion, as set out in the table below. The independent directors of the Company, Michael Nott and Elizabeth Henson, consider, having consulted with SPARK Advisory Partners Ltd, the Company's nominated adviser, and having obtained independent valuation advice, that the terms of the revised transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Interest of Related Parties in ERM/Project
| Related Party | Provision of Loans/Services to ERM | ERM/Project Interest | Total Consideration Shares | Percentage shareholding in Alba post Completion (includes pre-existing holdings) |
| George Frangeskides (and associated entities) | £153k | 50.1% | 1,814,703,811 | 10.58% |
| Sarah Potter | £15k | N/A | 62,137,531 | 0.34% |
| Alba Mineral Resources plc George Frangeskides, Executive Chairman | +44 20 3950 0725 |
| SPARK Advisory Partners Limited (Nomad) Andrew Emmott | +44 20 3368 3555 |
| CMC Markets plc (Broker) Thomas Smith / Douglas Crippen | +44 20 3003 8632 |
| 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 Strategic MaterialsPlc (graphite - anode) | Greenland | 25.78% |
| Elemental Rare Metals Limited (Motzfeldt Critical Metals Project) | Greenland | 25.5% |
| Horse Hill (oil) | England | 11.765% |
| Earn-in Projects | Location | Earn-in Rights |
| Finnsbo (rare earths, copper, gold) | Sweden | Up to 100% |