REG - Lexington Gold Ltd - £1.19m Equity Fundraise & Conversion of Loans

Lexington GoldAnnouncement

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RNS Number : 5978O  Lexington Gold Limited  13 January 2026

 

13 January 2026

Lexington Gold Ltd

("Lexington Gold" or the "Company")

 

£1.19m Equity Fundraise, Conversion of Unsecured Loans and Directors'
Dealings

 

Lexington Gold (AIM: LEX; OTCQB: LEXLF), the gold exploration and development
company with a growing portfolio of high quality projects in South Africa and
the United States, is pleased to announce that the Company has raised, in
aggregate, gross proceeds of £1.19m from certain existing and new
investors.  In addition, the outstanding unsecured convertible loans of, in
aggregate, £350,000 principal amount (the "Convertible Loans") announced on 5
November 2025 which were provided by longstanding substantial shareholder Pure
Ice Ltd (as to £201,746), and three of the Company's directors, namely Edward
Nealon (as to £50,000), Melissa Sturgess (via Hartford Corporate Limited a
company under her joint control) (as to £20,000) and Mark Greenwood (as to
£78,254) (together, the "Lenders") have, together with accrued interest, been
settled in new equity on the same commercial terms as the fundraising (the
"Loan Conversion Shares") in accordance with their conversion terms and in
order to conserve the Company's working capital.

 

Fundraising: The Company has raised, in aggregate, gross proceeds of
£1,190,000 (the "Fundraising") at a price of 4 pence (the "Fundraising
Price") per new common share of US$0.003 each in the capital of the Company
("Common Shares") from the issue of, in aggregate, 29,750,000 new Common
Shares (the "Fundraising Shares") conditional upon admission of such
Fundraising Shares to trading on AIM ("Admission"). The Fundraising comprises
a placing of 19,375,000 new Common Shares (the "Placing Shares") to raise
£775,000 at the Fundraising Price (the "Placing"), via the Company's joint
broker, Marex Financial, and direct subscriptions for, in aggregate,
10,375,000 shares at the Fundraising Price to raise £415,000 (the
"Subscription").Existing major shareholder Orasa (a.k.a. Doris) Chiaratanasen,
has invested £125,000 for 3,125,000 Fundraising Shares in the Subscription
representing approximately 10.5 per cent. of the total Fundraising amount.

 

The net proceeds of the Fundraising will be utilised to:

1.    progress the Jelani joint venture, including preparatory work and
submissions in relation to advancing a potential Mining Licence application;

2.    finalise the updated Jelani study being undertaken by Bara
Consulting;

3.    undertake selected drilling programmes in South Africa on the
Company's priority targets;

4.    progress the current work associated with assessing strategic options
for the group's USA projects; and

5.    provide additional working capital and funds for general corporate
purposes.

 

Edward Nealon, Non-Executive Chairman of Lexington Gold, commented:

"We are pleased to have secured this equity financing, alongside the
conversion of certain outstanding loans, which serves to strengthen Lexington
Gold's balance sheet and provide funding to advance our asset portfolio. As
well as augmenting the group's working capital position, the net proceeds will
be directed towards progressing our Jelani joint venture, completing Bara
Consulting's updated study, and undertaking selected drilling on priority
targets in South Africa, whilst continuing to assess strategic options across
our USA projects. We thank both existing and new investors for their continued
support and would especially like to welcome those US institutional investors
who have acted as cornerstone participants in this fundraising."

 

 

Additional Information

Further Details of the Fundraising: Pursuant to the Fundraising, in aggregate,
29,750,000 Fundraising Shares will be issued at the Fundraising Price to
certain new investors and long-term major shareholder Orasa (a.k.a. Doris)
Chiaratanasen upon Admission. The Fundraising Price represents a discount of
approximately 9.1 per cent. to the closing middle market price of a Common
Share of 4.40 pence on 12 January 2026, being the latest practicable business
day prior to this announcement.  The Company is also issuing warrants to the
Fundraising participants to subscribe for up to a further 29,750,000 new
Common Shares which are exercisable at a price of 6 pence per share
(representing an approximate 50% premium to the Fundraising Price) for an
exercise period of three years from Admission (the "Fundraising Warrants").

 

The Fundraising Shares represent, in aggregate, approximately 6.3 per cent. of
the Company's enlarged issued share capital (as enlarged by the issue of the
Fundraising Shares and the Loan  Conversion Shares detailed below). The
Fundraising Shares and Loan Conversion Shares will be fully paid and
rank pari passu in all respects with the Company's existing Common Shares.

 

Loan Conversion Shares: The Company has agreed to settle, in aggregate,
£356,322 of outstanding Convertible Loans including accrued interest thereon
on the same terms as the Fundraising by way of the issue of 8,908,061 new
Common Shares and 8,908,061 warrants with the same terms as the Fundraising
Warrants (the "Loan Conversion") as per the table below:

 

 

The table below shows the resultant shareholdings in the Company of Ed Nealon,
Melissa Sturgess and Mark Greenwood and percentage of the total voting rights
(TVR) at Admission:

 

 

Related Party Transaction - Substantial Shareholder Participation: The
participation in the Fundraising by Orasa (a.k.a. Doris) Chiaratanasen
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies. Accordingly, the Board, having consulted with the Company's
Nominated Adviser, Strand Hanson Limited, considers such participation to be
fair and reasonable insofar as the Company's shareholders are concerned.

 

Application to trading on AIM: The Fundraising is conditional on Admission.
Application will be made to the London Stock Exchange for the 29,750,000
Fundraising Shares and 8,908,061 Loan Conversion Shares (together, the "New
Common Shares") to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in the New Common Shares
will commence at 8.00 a.m. on or around 20 January 2026.

 

Total Voting Rights: On Admission, the number of Common Shares in issue
outside treasury and the total voting rights in the Company will be
473,861,071. This figure may be used by shareholders in the Company 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,
Lexington Gold under the notification provisions incorporated in the Company's
Bye-laws.

 

Additional Information: The table below shows the resultant shareholdings of
the substantial shareholders who participated in the Fundraising and the Loan
Conversion and their percentage of total voting rights at Admission

 

 

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 ("UK MAR") as it forms part of UK domestic law by virtue of
the Market Abuse (Amendment) (EU Exit) regulations 2019 (SI 2019/310).

 

 

For further information, please contact:

 

 Lexington Gold Ltd                                        www.lexingtongold.co.uk (http://www.lexingtongold.co.uk)

 Bernard Olivier (Chief Executive Officer)                 info@lexingtongold.co.uk

 Edward Nealon (Chairman)

 Mark Greenwood (Director)

 Mike Allardice (Group Company Secretary)

 Strand Hanson Limited (Nominated Adviser)                 www.strandhanson.co.uk (http://www.strandhanson.co.uk)

 Matthew Chandler / James Bellman / Abigail Wennington     T: +44 207 409 3494

 Optiva Securities Limited (Joint Broker)                  www.optivasecurities.com (http://www.optivasecurities.com)
 Bartu Ciftci / Christian Dennis                           T: +44 203 981 4178

 Marex Financial (Joint Broker)                            email: corporate@marex.com (mailto:corporate@marex.com)

 Angelo Sofocleous / Keith Swann / Matt Bailey (Broking)   T: +44 207 655 6000

 

 

Note to Editors:

 

Lexington Gold (AIM: LEX; OTCQB: LEXLF) is a gold exploration and development
company currently holding interests in four diverse gold projects, covering a
combined area of approximately 1,675 acres in North and South Carolina, USA
and in six gold projects covering approximately 114,638 hectares in South
Africa.

 

Further information is available on the Company's website:
www.lexingtongold.co.uk (http://www.lexingtongold.co.uk) or follow us through
our social media channel: X: @LexGoldLtd.

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.

 

 PDMR Notification Forms:

 The notifications below are being made in accordance with the requirements of
 UK MAR.

1.  Details of the person discharging managerial responsibilities / person closely
   associated
 a)  Name                                                         Edward Nealon
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Chairman
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
   platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 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  Common shares of US$0.003 each in the Company ("Common Shares")
   Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of a loan and accrued interest in Common Shares

 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                  Common Shares  4 pence   1,272,580

 d)  Aggregated information                                       N/A

   Aggregated volume Price
 e)  Date of the transaction                                      12 January 2026
 f)  Place of the transaction                                     Outside of an exchange

 d)

 Aggregated information

 Aggregated volume Price

 N/A

 e)

 Date of the transaction

 12 January 2026

 f)

 Place of the transaction

 Outside of an exchange

d)

Aggregated information

Aggregated volume Price

N/A

e)

Date of the transaction

12 January 2026

f)

Place of the transaction

Outside of an exchange

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Mark Greenwood
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 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  Common shares of US$0.003 each in the Company ("Common Shares")
     Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of a loan and accrued interest in Common Shares

 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Common Shares  4 pence   1,991,701

 d)  Aggregated information                                       N/A

     Aggregated volume Price
 e)  Date of the transaction                                      12 January 2026
 f)  Place of the transaction                                     Outside of an exchange

d)

Aggregated information

Aggregated volume Price

N/A

e)

Date of the transaction

12 January 2026

f)

Place of the transaction

Outside of an exchange

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Melissa Sturgess

Hartford Corporate Limited company jointly controlled by Melissa Sturgess

 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Lexington Gold Ltd
 b)  LEI                                                          213800ZBDLZC9TO5W864
 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  Common shares of US$0.003 each in the Company ("Common Shares")
     Identification code                                          BMG5479L1072
 b)  Nature of the Transaction                                    Settlement of a loan and accrued interest by Hartford Corporate Limited in
                                                                  Common Shares

 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Common Shares  4 pence   509,032

 d)  Aggregated information                                       N/A

     Aggregated volume Price
 e)  Date of the transaction                                      12 January 2026
 f)  Place of the transaction                                     Outside of an exchange

d)

Aggregated information

Aggregated volume Price

N/A

e)

Date of the transaction

12 January 2026

f)

Place of the transaction

Outside of an exchange

 

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