REG - Blencowe Resources - Issue of DFC Performance Shares and DFS Options

Blencowe ResourcesAnnouncement

03/10/2025 07:00

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RNS Number : 9816B  Blencowe Resources PLC  03 October 2025

3 October 2025

Blencowe Resources Plc

 
("Blencowe" or the "Company")

 

Issue of DFC Performance Shares and Grant of DFS Performance Share Options

 

Blencowe Resources Plc (LSE: BRES) announces that it has issued 10,700,000 DFC
Performance Shares as outlined in the prospectus dated 26 November 2024
("Prospectus").

The DFC Performance Options were granted in recognition of obtaining the DFC
grant of up to $5m. The DFC Performance Options vested following the fifth
drawdown of funds on 23 May 2025.  Accordingly, the Company will now issue
10,700,000 Shares (the "DFC Performance Shares") at par value of 0.5p.

Lock In Period

Each holder of the DFC Performance Shares has agreed to a lock up for a period
of 12 months from Admission or until completion of the DFS, whichever is
sooner.

 Director                                                     Performance shares issued at par value  Current Holdings  Holdings on Admission
 Cameron Pearce                                               2,000,000                               9,350,000         11,350,000
 Mike Ralston                                                 4,000,000                               4,558,333         8,558,333
 Iain Wearing                                                 2,000,000                               8,491,666         10,491,666
 Lionshead Consultants Ltd (beneficially owned by Sam Quinn)  2,000,000                               5,833,334         7,833,334
 Alex Passmore                                                700,000                                 2,116,667         2,816,667

 

Grant of DFS Performance Options

The Company has granted the directors and key management the right, for a
period of up to 2 years, to subscribe for 12,000,000 ordinary shares at an
exercise price of par value, that will vest on completion and publication of
the company's Definitive Feasibility Study ("DFS Performance Share Options").

The completion of the DFS will mark a pivotal point for the Company and will
deliver significant shareholder value. The DFS Performance Share Options may
not be exercised until completion of the DFS and all shares issued thereunder
will be locked up for a period of 12 months from the date of Admission.

 

 Director                                                     Amount      Exercise price  Maturity
 Cameron Pearce                                               3,000,000   0.5p            2 years
 Mike Ralston                                                 3,000,000   0.5p            2 years
 Iain Wearing                                                 3,000,000   0.5p            2 years
 Lionshead Consultants Ltd (beneficially owned by Sam Quinn)  2,250,000   0.5p            2 years
 Alex Passmore                                                750,000     0.5p            2 years
 Total                                                        12,000,000

 

Further disclosures are noted in the Appendix below

Admission of Fee Shares approved at the General Meeting

Further to the passing of all resolutions at the General Meeting on 19
December 2024 as set out in the in the Prospectus, the Company has now issued
and allotted 3,691,250 new ordinary shares pertaining to Fee Shares. The
Company has to date not applied for these to be admitted to trading,
therefore, will now seek application to Admission.

Admission and Total Voting Rights

An application has been made for an aggregate of 14,391,250 new ordinary
shares to be admitted to trading on the Equity Shares (Transition) category of
the official list and the main market of the London Stock Exchange from 8.00
a.m. on 9 October 2025 ("Admission").

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that following Admission, the Company's enlarged issued
ordinary share capital will comprise 381,583,743 ordinary shares. The Company
does not hold any ordinary shares in Treasury. Therefore, following Admission,
the above figure may be used by shareholders in the Company as the denominator
for the calculations to determine if they are required to notify their
interest in, or a change to their interest in the Company, under the FCA's
Disclosure Guidance and Transparency Rules.

 

 

For further information please contact:

   Blencowe Resources Plc    www.blencoweresourcesplc.com

 Sam Quinn                   Tel: +44 (0)1624 681 250

                             info@blencoweresourcesplc.com (mailto:info@blencoweresourcesplc.com)

 Investor Relations          Tel: +44 (0) 7891 677 441

 Sasha Sethi                 sasha@flowcomms.com (mailto:sasha@flowcomms.com)

 Tavira Financial            Tel: +44 (0)20 3192 1733

 Jonathan Evans              jonathan.evans@tavira.group (mailto:jonathan.evans@tavira.group)

Twitter https://twitter.com/BlencoweRes (https://twitter.com/BlencoweRes)

LinkedIn https://www.linkedin.com/company/72382491/admin/
(https://www.linkedin.com/company/72382491/admin/)

 

 

 

 

Background

 

Orom-Cross Graphite Project

Orom-Cross is a potential world class graphite project both by size and
end-product quality, with a high component of more valuable larger coarse
flakes within the deposit.

A 21-year Mining Licence for the project was issued by the Ugandan Government
in 2019 following extensive historical work on the deposit.  Blencowe
completed a successful Pre-Feasibility Study on the Project in July 2022 and
is now completing the Definitive Feasibility Study phase as it drives towards
first production.

Orom-Cross presents as a large, shallow open-pitable deposit, with an initial
JORC Indicated & Inferred Mineral Resource of 24.5Mt @ 6.0% TGC (Total
Graphite Content). This Resource has been defined from only ~2% of the total
tenement area which presents considerable upside potential ahead.
Development of the resource is expected to benefit from a low strip ratio and
free dig operations together with abundant inexpensive hydro-electric power
off the national grid, thereby ensuring low operating costs.  With all major
infrastructure available at or near to site the capital costs will also be
relatively low in comparison to most graphite peers.

 

The Notification of Dealing Form provided in accordance with the requirements
of the Market Abuse Regulation in relation to the transaction listed above is
set out below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix

Notification of Transactions by Persons Discharging Managerial
Responsibilities and Persons Closely Associated with them

(This form is required for disclosure of transactions under Article 19 of
Regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (Market Abuse Regulation)

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 A)  Name                                                         1. Cameron Pearce

                                                                  2. Mike Ralston

                                                                  3. Iain Wearing

                                                                  4. Lionshead Consultants (S Quinn)

                                                                  5. Alexander Passmore
 2   Reason for the notification
 a)  Position/status                                              1. Director

                                                                  2. Manager

                                                                  3. Manager

                                                                  4. Director

                                                                  5. Director
 b)  Initial notification /Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Blencowe Resources PLC

 b)  LEI                                                          213800UXIHBIRK36GG11
 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 instrument, type of instrument  Ordinary shares

     Identification code

                                                                  GB00BFCMVS34

 b)  Nature of the transaction                                    Performance Shares
 c)  Price(s) and volume(s)                                       Price £          Volume
                                                                  1.    0.005      1.    3,000,000

                                                                  2.    0.005      2.    3,000,000

                                                                  3.    0.005      3.    3,000,000

                                                                  4.    0.005      4.    2,250,000

                                                                  5.    0.005      5.    750,000
 d)  Aggregated Information

     - Aggregated volume                                          N/A

     - Price                                                      £0.005
 e)  Date of the Transaction                                      2 October 2025

 f)  Place of Transaction                                         London Stock Exchange

a)

Name

Blencowe Resources PLC

 

b)

LEI

213800UXIHBIRK36GG11

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 instrument, type of instrument

 

Identification code

Ordinary shares

 

 

 

GB00BFCMVS34

 

b)

Nature of the transaction

Performance Shares

c)

Price(s) and volume(s)

 Price £          Volume
 1.    0.005      1.    3,000,000

 2.    0.005      2.    3,000,000

 3.    0.005      3.    3,000,000

 4.    0.005      4.    2,250,000

 5.    0.005      5.    750,000

d)

Aggregated Information

 

- Aggregated volume

 

 

- Price

 

 

N/A

 

 

£0.005

e)

Date of the Transaction

2 October 2025

 

f)

Place of Transaction

London Stock Exchange

This form is

 

 

 

 

 

 

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