REG - Landore Resources Ld - Fundraise, Board Changes and Operational Update

Landore ResourcesAnnouncement

04/01/2024 07:00

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RNS Number : 5875Y  Landore Resources Limited  04 January 2024

Landore Resources Limited

£600,000 Equity fundraise, board changes and operational update

 

London, United Kingdom - 4 January 2024 - Landore Resources Limited (AIM: LND)
("Landore Resources" or the "Company") announces that it has conditionally
raised £600,000 before expenses by way of a placing (the "Placing") and a
subscription (the "Subscription") of, in aggregate, 25,000,000 new ordinary
shares of nil par value each in the capital of the Company ("Ordinary Shares")
at a price of 2.4 pence per share (the "New Ordinary Shares") (together, the
"Fundraising").

The New Ordinary Shares will represent approximately 17.01 per cent. of the
Company's enlarged issued share capital.  The Fundraising price of 2.4 pence
(the "Fundraising Price") represents a discount of approximately 22.58 per
cent. to the mid-market closing price on AIM of 3.1 pence per Ordinary Share
on 3 January 2024, being the latest practicable business day prior to the
publication of this announcement.

Of the, in aggregate, 25,000,000 New Ordinary Shares, 14,700,000 New Ordinary
Shares have been placed utilising the Company's existing authority to allot
shares for cash on a non-pre-emptive basis (the "Firm Placing Shares"). The
issue of the balance of 10,300,000 New Ordinary Shares (comprising 7,383,333
New Ordinary Shares to be issued pursuant to the Placing (the "Conditional
Placing Shares") and 2,916,667 New Ordinary Shares to be issued pursuant to
the Subscription (the "Subscription Shares"), together the "Conditional
Fundraising Shares") is conditional, inter alia, on the Company obtaining the
requisite shareholder approvals in respect of the issue of such shares from
its Shareholders at a forthcoming general meeting to be convened shortly (the
"General Meeting").

Novum Securities Limited ("Novum") has entered into an agreement with Landore
Resources (the "Placing Agreement") pursuant to which, subject to the
conditions set out therein, Novum has been instructed by Landore Resources to
assume the duties of placing agent to procure subscribers for the Firm Placing
Shares and the Conditional Placing Shares.  The Placing Agreement contains
customary provisions including that the Placing Agreement can be terminated,
inter alia, if (i) there is a breach of any material warranty, or any of the
other obligations on the Company which is material in the context of the
Placing; (ii) in the reasonable opinion of Novum there has occurred a material
adverse change in the business of, or the financial or trading position of,
the Company, or (iii) the name or reputation of Novum is likely to be
prejudiced if it continues to act as placing agent. In addition, the Company
has entered into subscription letters with certain individuals in respect of
the issue of the Subscription Shares. The Company has also agreed, subject to
shareholder approval at the General Meeting, to issue 1,500,000 'broker'
warrants to Novum, giving them the right to acquire such number of new
Ordinary Shares at an exercise price of 2.4 pence for a period of three years
from the date of admission of the Conditional Fundraising Shares.

The net proceeds of the Fundraising will be used for general working capital
purposes and to progress the Company's strategy of focusing on the advancement
of its flagship BAM Gold Project at the Junior Lake property in Northwestern
Ontario.

Directors' Participation in the Fundraising

The following directors of the Company are participating in the Subscription
for an investment, in aggregate, of £40,000.

 Director         No. of Subscription Shares subscribed for pursuant to the Fundraising  Resulting holding of Ordinary Shares  Resulting percentage of enlarged share capital held on completion of the
                                                                                                                               Fundraising
 Helen Green      416,667                                                                664,307                               0.45
 Glenn Featherby  1,250,000                                                              4,976,053                             3.38

 

Related Party Transactions

Helen Green and Glenn Featherby have subscribed for, in aggregate, 1,666,667
new Ordinary Shares pursuant to the Subscription as set out above. In
addition, William Humphries, a former director of the Company within the last
12 months, has subscribed for 1,250,000 new Ordinary Shares pursuant to the
Subscription. The participation in the Subscription by Helen Green and Glenn
Featherby, as directors of the Company, and William Humphries as a former
director of the Company, are deemed to constitute related party transactions
under the AIM Rules for Companies. Accordingly, the independent director,
being Huw Salter, having consulted with the Company's Nominated Adviser,
Strand Hanson Limited, considers the terms of such participations to be fair
and reasonable insofar as the Company's shareholders are concerned.

Circular

A circular relating to the Fundraising (the "Circular") will be posted to
shareholders shortly, and a further announcement will be made in due course in
this regard.  The Circular will contain formal notice convening the requisite
General Meeting to approve, inter alia, issue of the Conditional Fundraising
Shares.  The General Meeting is currently expected to be held in late January
2024 at La Tonnelle House, Les Banques, St Sampson, Guernsey, GY1 3HS which
shareholders will also be permitted to attend online in accordance with the
instructions to be set out in the notes to the formal notice. The Circular
will be made available to view on the Company's website at: www.landore.com
(http://www.landore.com)   once published.

Board Changes

In light of the termination of the proposed non-brokered private placement in
Canada and postponement of the proposed dual listing on the TSX Venture
Exchange, as announced on 8 December 2023, and in order to reduce costs and
maximise deployment of cash resources on operational activities, the Company's
CEO, Claude Lemasson, and Non-Executive Director, Larry Strauss, have resigned
from their respective positions effective immediately. Accordingly, Glenn
Featherby has assumed the role of interim CEO with Helen Green and Huw Salter
continuing to serve as Non-Executive Directors.  Michele Tuomi will continue
as CEO of Landore Resources Canada Inc. and will be responsible for the
Company's project operations.  The composition of the Board will be reviewed
on a regular basis and it is currently intended to appoint an additional
Non-Executive Director with technical expertise to strengthen the Board in due
course. The Board would like to thank Claude and Larry for their efforts.

Operational Update

During 2023 an infill and extension soil sampling programme was conducted over
17 kilometres of the Junior Lake shear zone, from the Placer Dome Gold
prospect in the west to east of the BAM Gold Deposit. This regional shear zone
has previously proven to be highly prospective for gold and battery metals
hosting the 1.5 million ounce BAM Gold Deposit, the B4-7
Nickel-Copper-Cobalt-PGE Deposit, and the VW Nickel Deposit. Preliminary
results from the 2023 soil sampling programme have been encouraging and will
be reported once fully collated and interpreted.  In addition, a drill core
infill sampling programme was also carried out in 2023 on an area from the BAM
Gold Deposit through to the Lamaune Gold Prospect approximately 11 kilometres
along strike west of the BAM Gold Deposit. This programme was designed to
further test for gold mineralisation and refine the Junior Lake geological
model by obtaining further mineralisation, lithology and structural data.
Results of the infill core sampling programme will also be reported in due
course. The Company expects all of the results from the abovementioned work to
be received and reported on during Q1 2024.

A drilling programme to advance the Company's flagship BAM Gold Project has
been prepared for implementation in 2024. Accordingly, the Company will be
exploring additional funding options to enable it to, inter alia, proceed with
such drilling campaign at the earliest opportunity in 2024, as well as
exploring potential strategic investor, merger or sale opportunities in
relation to its Canadian subsidiary. The Company will provide further updates
in due course as appropriate.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Firm Placing Shares to trading on AIM ("Admission"). The Firm Placing Shares
will rank pari passu with the existing Ordinary Shares and it is expected that
Admission will become effective and dealings commence at 8.00 a.m. on or
around 18 January 2024.

 

On Admission, the Company's issued share capital will consist of 136,713,058
Ordinary Shares with voting rights. Landore Resources does not hold any
Ordinary Shares in treasury. This figure of 136,713,058 may therefore be used
by shareholders in the Company following Admission as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the UK Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

A further announcement will be made in due course with respect to application
for admission of the Conditional Fundraising Shares which will, inter alia, be
conditional on the receipt of shareholder approval at the forthcoming General
Meeting.

 

Interim Chief Executive Officer, Glenn Featherby, said:

"Despite a period of significant challenges and difficult market conditions, I
believe the opportunity exists for the Company to reset its goals and restore
value for shareholders. The Board of Directors are confident that we will have
a year of progress in 2024, with our operational focus being on the Company's
highly prospective BAM Gold Deposit, seeking to bring the Resource to the
development stage. We appreciate the continued patience and support of our
shareholders during this transition period."

 

For further information, please contact:

Landore Resources Limited

Glenn Featherby (Interim CEO)

Tel + 44 7730420318

Strand Hanson Limited (Nominated Adviser and Joint Broker)

James Dance/Matthew Chandler/Robert
Collins

Tel: 020 74093494

Novum Securities Limited (Joint Broker)

Jon Belliss/Colin Rowbury

Tel: 020 73999402

 

 

About Landore Resources

Landore Resources Limited is an exploration/development company that seeks to
grow shareholder value through the advanced exploration and development of
precious and battery metals projects in eastern Canada. The Company is
primarily focused on the development of its 100% owned BAM Gold Project,
located on the Junior Lake Property in Northwestern Ontario.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

PDMR Notification Forms

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Helen Green

                                                                  2.    Glenn Featherby
 2.  Reason for the Notification
 a)  Position/status                                              1.    Non-Executive Director

                                                                  2.    Chief Executive Officer
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Landore Resources Limited
 b)  LEI                                                          21380019CJ5T1PNY3Q69
 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 of nil par value each in the share capital of Landore
                                                                  Resources Limited
     Identification code                                          GG00BMX4VR69
 b)  Nature of the Transaction                                    Participation in Subscription for new Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)        Volume(s)
                                                                  1.    2.4p      1.    416,667

                                                                  2.    2.4p      2.    1,250,000
 d)  Aggregated information                                       Aggregate volume: 1,666,667

     Aggregated volume Price                                      Aggregate price: 2.4p
 e)  Date of the transaction                                      3 January 2024
 f)  Place of the transaction                                     Outside of an exchange

d)

Aggregated information

Aggregated volume Price

Aggregate volume: 1,666,667

Aggregate price: 2.4p

e)

Date of the transaction

3 January 2024

f)

Place of the transaction

Outside of an exchange

 

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