REG - Landore Resources Ld - RESULT OF AGM, DIRECTORATE CHANGE & TVR

Landore ResourcesAnnouncement

08/07/2024 13:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240708:nRSH5415Va&default-theme=true

RNS Number : 5415V  Landore Resources Limited  08 July 2024

Landore Resources Limited

Result of ANNUAL GENERAL MEETING, CONFIRMATION OF

directorate change and tOTAL vOTING rIGHTS

 

London, United Kingdom - 8 July 2024 - Landore Resources Limited (AIM: LND)
("Landore Resources" or the "Company") is pleased to announce that at the
Company's Annual General Meeting ("AGM"), held earlier today, all of the
proposed resolutions as set out in the formal Notice of AGM dated 14 June 2024
were duly passed by shareholders.

Accordingly, application has been made to the London Stock Exchange for
admission of the Conditional New Ordinary Shares to trading on AIM
("Admission") as detailed in the Company's announcement of 12 June 2024
regarding, inter alia, the two tranche Subscription. The Conditional New
Ordinary Shares will rank pari passu with the Company's existing Ordinary
Shares and it is expected that Admission will become effective and dealings
commence at 8.00 a.m. on or around 9 July 2024.

In addition, the Company will proceed to issue, in aggregate, 10,355,720
warrants to Novum Securities Limited and SCP Resource Finance LP, in
connection with their services pursuant to the Subscription. Each warrant will
afford the holder the right to acquire a new Ordinary Share at an exercise
price of 2.4 pence for a period of three years from the date of Admission.

Additional Director and Management Subscription and Conversion of Certain
Director's Fees

As set out in the Company's announcement of 12 June 2024 and following receipt
of Shareholder approval for the requisite share capital authorities at the
AGM, Helen Green, non-executive director, and Michele Tuomi, CEO of Landore
Resources Canada Inc., have now subscribed £10,000 and £5,000, respectively,
for, in aggregate, 625,000 new Ordinary Shares at the Subscription Price (the
"Director and Management Subscription Shares").

In addition, Glenn Featherby, Executive Director, has agreed to settle
£60,000 of accrued fees/salary from 1 January 2024 to 31 May 2024 by way of
the issue of 2,500,000 new Ordinary Shares at the Subscription Price (the
"Director Fee Shares") (the "Director Fee Settlement").

Accordingly, application has also been made to the London Stock Exchange for
Admission of the Director and Management Subscription Shares and Director Fee
Shares. The Director and Management Subscription Shares and Director Fee
Shares will rank pari passu with the abovementioned Conditional New Ordinary
Shares and the Company's existing Ordinary Shares and it is expected that
Admission will become effective and dealings commence in such shares at 8.00
a.m. on or around 9 July 2024.

On Admission, Ms Green and Mr Featherby will consequently be interested in
1,080,974 and 7,476,053 Ordinary Shares respectively representing
approximately 0.35 per cent. and 2.39 per cent. of the Company's enlarged
issued share capital.

Related Party Transactions

The participations in the Director and Management Subscription by Helen Green,
a non-executive director of the Company, and Michele Tuomi, CEO of Landore
Resources Canada Inc., 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.

The Director Fee Settlement involving Glenn Featherby, an executive director
of the Company, is also deemed to constitute a related party transaction under
the AIM Rules for Companies. Accordingly, the independent director, being Huw
Salter, having consulted with the Company's Nominated Adviser, Strand Hanson
Limited, similarly considers the terms of such settlement to be fair and
reasonable insofar as the Company's shareholders are concerned.

Application for Admission and Total Voting Rights

As noted above, application has been made to the London Stock Exchange for
admission of the Conditional New Ordinary Shares, Director and Management
Subscription Shares and Director Fee Shares to trading on AIM.

 

On Admission of all such shares, expected to occur at 8.00 a.m. on or around 9
July 2024, the Company's issued share capital will consist of 312,816,612
Ordinary Shares with voting rights. Landore Resources does not hold any
Ordinary Shares in treasury. This figure of 312,816,612 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.

 

Directorate Change

Further to the Company's announcement of 12 June 2024, Mr Alexander Shaw,
Chief Executive Officer ("CEO") of Landore Resources, has been appointed to
its Board with immediate effect having previously joined the Company's senior
management team on 17 June 2024.

Mr Shaw is a highly accomplished geologist with over 15 years of global
experience in exploration and production. He has spent the majority of his
career exploring for and developing diamond, base and precious metal deposits
within Africa and Central and South America.

Mr Shaw holds an interdisciplinary DPhil from the University of Oxford which
included isotype geochemistry work with the British Geological Survey. He is a
Fellow of the Geological Society of London and also a member of the following
professional bodies: Australian Institute of Geoscientists, Southern African
Institute of Mining and Metallurgy, American Institute of Professional
Geologists and the Society of Economic Geologists. Mr Shaw also worked for
First Quantum Minerals Ltd. in a number of senior technical roles and is the
non-executive chairman of Chilwa Minerals Limited (ASX: CHW) which is
developing a heavy mineral sands project in Malawi.

Further to his participation in the Subscription, Mr Shaw will be interested
in 1,041,667 Ordinary Shares representing approximately 0.33 per cent. of the
Company's enlarged issued share capital at Admission.

Pursuant to him joining the Company, Mr Shaw has been issued and currently
holds 1,000,000 options over Ordinary Shares exercisable at 5 pence each, and
a further 1,000,000 options over Ordinary Shares exercisable at 7.5 pence
each. Such options have an exercise period of five years from today's date.

Glenn Featherby, Executive Director of Landore Resources, today commented:

"We are delighted to welcome Alexander to the Board and look forward to
continuing to work closely with him as CEO as we progress the development of
our flagship BAM Gold Project at Junior Lake and endeavour to generate growth
and long term value for shareholders from our high-quality asset portfolio."

 

 

Unless otherwise defined herein, all defined terms used in this announcement
shall have the meanings ascribed to them in the Company's announcement of 12
June 2024.

 

For further information, please contact:

Landore Resources Limited

Alexander Shaw (CEO)

Tel: +44 (0)7799 005916

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

Burson Buchanan (Financial PR)

Bobby Morse (landore@buchanancomms.co.uk)

Tel: 020 74665000

 

 

Additional information on the Directorate Appointment

The following additional information, save for his directorship of Landore
Resources, is provided in accordance with AIM Rule 17 and paragraph (g) of
Schedule Two of the AIM Rules for Companies:

Alexander Iain Shaw (aged 48)

 Current directorships/partnerships  Past directorships/partnerships in last five years
 Blackstone Texas Inc.               CC Trustees Limited

 Chilwa Minerals Limited             Green Door Capital Ltd
 Frontier Alliance Ltd               Luso Resources Limited
 KBMEC Limited
 LGM AfriCam S.A.
 Luso Global Mining S.A.
 Nazare Resources Limited
 Wouri Resources S.A.

There is no further information to be disclosed in relation to Alexander's
appointment pursuant to AIM Rule 17 or Schedule Two paragraph (g) of the AIM
Rules for Companies.

About Landore Resources

Landore Resources (AIM: LND) is the 100% owner of the highly prospective BAM
Gold Project, Northwestern Ontario, Canada, which has an NI 43-101 compliant
resource estimate of 1.5m oz Au (Indicated: 1.03m oz from 30.96Mt @ 1.0g/t;
Inferred: 467,000oz from 18.3M/t @ 0.8g/t). Ontario is Canada's largest gold
producing province, and produced 3.9m oz, accounting for 41% of Canada's total
gold production in 2023. Landore Resource's strategic objective is to
crystallise value from BAM's last estimated NPV of US$333.6m @ US$1,800/oz
spot (from May 2022 PEA), as well as generating additional value from its
non-core portfolio of precious and battery metals projects in eastern Canada
and the USA.

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 ("UK MAR").

 

PDMR Notification Form:

 

The notification below is made in accordance with the requirements of UK MAR.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Alexander Shaw

                                                                  2.    Glenn Featherby

                                                                  3.    Helen Green

                                                                  4.    Michele Tuomi
 2.  Reason for the Notification
 a)  Position/status                                              1.    Chief Executive Officer

                                                                  2.    Executive Director

                                                                  3.    Non-Executive Director

                                                                  4.    Chief Executive Officer of Landore Resources Canada Inc.
 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                                    1.    Participation in Subscription for new Ordinary Shares

                                                                  2.    Conversion of accrued fees/salary into new Ordinary Shares

                                                                  3.    Participation in Subscription for new Ordinary Shares

                                                                  4.    Participation in Subscription for new Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)        Volume(s)
                                                                  1.    2.4p      1.    1,041,667

                                                                  2.    2.4p      2.    2,500,000

                                                                  3.    2.4p      3.    416,667

                                                                  4.    2.4p      4.    208,333
 d)  Aggregated information                                       Aggregate volume: 4,166,667

     Aggregated volume Price                                      Aggregate price: 2.4p
 e)  Date of the transaction                                      8 July 2024
 f)  Place of the transaction                                     Outside of an exchange

d)

Aggregated information

Aggregated volume Price

Aggregate volume: 4,166,667

Aggregate price: 2.4p

e)

Date of the transaction

8 July 2024

f)

Place of the transaction

Outside of an exchange

 

- ENDS -

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  RAGEAAXPEAELEFA