REG - AIM Lansdowne Oil & Gas - Schedule 1 - Lansdowne Oil and Gas Plc

Lansdowne Oil & GasAnnouncement

01/05/2026 14:30

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RNS Number : 8606C  AIM  01 May 2026

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 Lansdowne Oil and Gas plc (to be renamed Lansdowne Resources Plc) ("Lansdowne
 Resources" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Company Registered Office Address:

C/O Pinsent Masons LLP

30 Crown Place

London EC2A 4ES

United Kingdom

 COUNTRY OF INCORPORATION:
 United Kingdom (England and Wales)

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 www.lansdowneresources.com (http://www.lansdowneresources.com)

 On the Company's admission to AIM ("Admission"), the above website address
 will contain all information required by AIM Rule 26.

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Lansdowne Resources is a mineral exploration and development company focused
 on identifying, acquiring, and advancing high-quality mineral assets. The
 Company's principal asset is São Gabriel Mineração Ltda ("Sao Gabriel
 Mining") in Brazil, which provides exposure to critical minerals with
 significant exploration and resource growth potential. Following the reverse
 takeover of Lansdowne Oil & Gas plc, the enlarged entity will be renamed
 Lansdowne Resources and will operate primarily in Brazil, leveraging technical
 expertise and local operational presence to develop and expand its mining
 portfolio.

 The Company's strategy is to build value through exploration, evaluation, and,
 where appropriate, development of mineral assets. Lansdowne Resources aims to
 advance the Sao Gabriel Mining project through geological assessment,
 drilling, and resource definition, alongside evaluating additional
 complementary acquisitions and strategic opportunities within the natural
 resources sector. The business model emphasizes disciplined capital allocation
 and value creation for shareholders.

 The Company's operations are structured to benefit from Brazil's established
 mining regulatory framework, with a focus on sustainable and responsible
 resource development. Lansdowne Resources intends to adopt international best
 practices in environmental, social, and governance (ESG) matters, ensuring
 long-term operational and community alignment.

 Admission to trading of the enlarged entity's shares on AIM is sought as a
 result of a reverse takeover under AIM Rule 14, with the acquisition of Sao
 Gabriel Mining constituting a fundamental change to the Company's business.
 Completion of the reverse takeover is subject to customary conditions,
 including shareholder approval and publication of an AIM Admission Document.
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of 0.05p each in the Company ("Ordinary Shares") to
 be admitted: 2,539,723,667

 Issue Price: 0.1p

 No Ordinary Shares are held in treasury

 There are no restrictions as to the transferability of the Ordinary Shares

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: £1.9m

 Anticipated market capitalisation of the Company on Admission: £2.5m

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 The anticipated proportion of Ordinary Shares not in public hands on Admission
 is approximately 14.7 per cent.

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 No application to any other Exchange or Trading Platform will be made.

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Current Directors:

 Stephen Adrian Renwick Boldy - Chief Executive Officer

 Jeffrey David Auld - Independent Non-executive Chairman

 John Daniel Henry McKeown - Independent Non-executive Director

 Proposed Directors:

 Luis Mauricio Azevedo - Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

Shareholder                                                Pre-admission holding (%)  Post-admission holding (%)
 Lampe Conway & Co. Ltd/LC Capital Master Fund Limited      12.29                      -
 Spreadex Ltd                                               10.47                      13.0
 Brandon Hill Capital                                       7.22                       -
 Cantor Fitzgerald Europe                                   4.67                       -
 Brian McMaster                                             4.02                       9.0
 Oliver Stansfield                                          3.95                       9.0
 Mark Ward                                                  3.58                       -
 Luis Azevedo                                               -                          9.2
 Sebastian Marr                                             -                          6.2
 CPS Capital                                                -                          4.9
 Sanderson Capital Partners Limited                         -                          3.9
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:
 (i)         31 December

 (ii)        30 June 2025 (Unaudited interim results)

 (iii)       30 June 2026 (Audited annual results for the full year
 ending 31 December 2025)

 30 September 2026 (Unaudited interim results for the six months ended 30 June
 2026)

 30 June 2027 (Audited annual results for the full year ending 31 December
 2026)

 EXPECTED ADMISSION DATE:

 27 May 2026

 NAME AND ADDRESS OF NOMINATED ADVISER:

 SP Angel Corporate Finance LLP

 Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 NAME AND ADDRESS OF BROKERS:

 SP Angel Corporate Finance LLP

 Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 Tavira Financial Limited

 13(th) Floor

88 Wood Street

London

EC2V 7DA

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which contains full details about the applicant and
 the admission of its securities, is available on the Company's website.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 Quoted Companies Alliance Corporate Governance Code

 DATE OF NOTIFICATION:
  1 May 2026

 NEW/ UPDATE:
 New

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

(i)         31 December

(ii)        30 June 2025 (Unaudited interim results)

(iii)       30 June 2026 (Audited annual results for the full year
ending 31 December 2025)

30 September 2026 (Unaudited interim results for the six months ended 30 June
2026)

30 June 2027 (Audited annual results for the full year ending 31 December
2026)

 

 

EXPECTED ADMISSION DATE:

 

27 May 2026

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 

NAME AND ADDRESS OF BROKERS:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 

Tavira Financial Limited

13(th) Floor

88 Wood Street

London

EC2V 7DA

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which contains full details about the applicant and
the admission of its securities, is available on the Company's website.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

 1 May 2026

 

NEW/ UPDATE:

New

 

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