REG - Blencowe Resources - Issue of Equity

Blencowe ResourcesAnnouncement

12/08/2025 07:00

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RNS Number : 8845U  Blencowe Resources PLC  12 August 2025

Date: 12 August 2025

Blencowe Resources Plc

("Blencowe" or the "Company"),

 

Capital Raise to Settle Legacy Ugandan Tax Liability

Blencowe Resources Plc (LSE: BRES) is pleased to announce that it has
conditionally raised £290,000 (gross) through the issue of 7,250,000 new
ordinary shares at a placing price of 4.0 pence per share (the "Placing"). The
Placing was undertaken by Tavira Financial Limited, and was limited to two
existing investors, including the Company's largest shareholder, RAB Capital
Ltd.

Use of Proceeds

The net proceeds of the capital raise will be applied to settle in full a
legacy capital gains tax charge of approximately £342,751 along with existing
cash resources.

Legacy Capital Gains Tax

The Company has decided to settle legacy capital gains tax of £342,751 that
was established to be paid by the prior owners of Consolidated African
Resources Uganda ("CARU") during the time of its sale of CARU to Blencowe
Resources plc in 2019.

This capital gains tax liability was recognised in Blencowe's audited annual
report in 2023 and 2024, and it was noted "Following an inspection by the
Ugandan tax authorities of the tax affairs of CARU covering the period between
January 2014 and December 2022, the Group has incurred a capital gains tax
charge of £392,425. This related to the acquisition by the Company of CARU in
2019. The amount was chargeable to the former owners; however, this was not
settled by them and under Ugandan legislation the liability is reclaimable
from the acquirer if it cannot be obtained from the seller"

The Company has now decided to settle the legacy tax so that it can remove any
hurdles to discussions with project financiers. By funding this settlement
through a small, targeted raise, the Company ensures that existing working
capital and funds earmarked for the ongoing Definitive Feasibility Study
("DFS") remain fully focused on advancing the Orom-Cross graphite project.

Investor and Broker Warrants

As part of the Placing, Investors will be issued one warrant for each placing
share ("Investor Warrants") resulting in the issue of 7,250,000 warrants,
exercisable at 5p and valid for two years from the date of Admission.

The Company will issue Tavira with 435,000 Broker Warrants exercisable at 4p
and will be valid for three years from the date of Admission. These Investor
and Broker Warrants, if exercised in full, would result in the Company raising
an additional £362,500 and £17,400 respectively.

 

Blencowe Executive Chairman Cameron Pearce commented:

"It is very pleasing to see continued support from our shareholders,
particularly RAB Capital, in this small capital raise, which addresses a
long-standing legacy tax matter that we inherited from the acquisition in
2019. We now have a clean balance sheet and have removed a hurdle with respect
to project financing discussions.  It also underlines our commitment to good
governance and to meeting our obligations in-country, where we have maintained
excellent relationship with the Ugandan authorities.

With this liability settled, we can remain fully focused on advancing
value-accretive workstreams. Our recently completed drilling campaign exceeded
expectations, and we look forward to releasing the first in a series of assay
results shortly. These will feed into what we anticipate will be a material
JORC upgrade.

With potential further offtake developments, strategic alliances and the
publication of the Definitive Feasibility Study this year, we are in a strong
position to continue building momentum towards the development of Orom-Cross
into production."

 

Admission of Shares and Total Voting Rights

Application has been made for 7,250,000 new ordinary shares relating to the
Placing to be admitted to trading on the Equity (Transition) category of the
Official List and the main market of the London Stock Exchange, with admission
expected at 8.00 a.m. on 15 August 2025 ("Admission").

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that following Admission, the Company's issued share capital
will comprise 342,385,477 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.sethi@blencoweresourcesplc.com
                           (mailto:Sasha.sethi@blencoweresourcesplc.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 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 and Blencowe 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 a maiden
JORC Indicated & Inferred Mineral Resource deposit of 24.5Mt @ 6.0% Total
Graphite Content. Development of the resource is expected to benefit from a
low strip ratio and free dig operations, thereby ensuring lower operating and
capital costs.

 

 

 

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