REG - Lexington Gold Ltd - Ministerial Consent Received for WRE Acquisition

Lexington GoldAnnouncement

20/05/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250520:nRST3000Ja&default-theme=true

RNS Number : 3000J  Lexington Gold Limited  20 May 2025

20 May 2025

Lexington Gold Ltd

("Lexington Gold" or the "Company")

 

Ministerial Consent Received for White Rivers Exploration (Pty) Ltd

Issue of Equity and Total Voting Rights

 

Lexington Gold (AIM: LEX; OTCQB: LEXLF), the gold exploration and development
company with projects in South Africa and the USA, is pleased to announce that
it has received its final Section 11 Ministerial Consent from the South
African Department of Mineral Resources and Energy ("DMRE") in connection with
its acquisition of its 74% owned subsidiary White Rivers Exploration
Proprietary Limited ("WRE") ("Ministerial Consent").

 

Further to the Company's announcements on 15 May 2023 and 7 September 2023,
the granting of Ministerial Consent is a milestone event which triggers the
issue of 20,645,161 new common shares ("Deferred Consideration Shares") to
settle £1.28 million deferred consideration, calculated at an issue price of
6.20 pence per share ("Issue Price"). This relates to the assignment to the
Company of WRE loans, comprising Mark Creasy's loans with a face value of
ZAR197.0 million (approximately £8.50 million) and US$2.0 million
(approximately £1.59m) made by Sunswell Holdings Pty Ltd ("WRE Loan
Assignments").

 

Capitalised terms in this announcement have the same meanings as ascribed to
them in the Company's announcement of 15 May 2023 unless indicated otherwise.

 

Highlights:

 

·      The Issue Price of the Deferred Consideration Shares is at an 88%
premium to the mid-market closing price of the Company's shares of 3.3 pence
per share on 19 May 2025 the latest practical date prior to the issue of this
announcement.

 

·      The Deferred Consideration Shares in relation to the WRE Loan
Assignments are being issued as follows:

 

o  15,510,162 shares to Mark Creasy or his nominee. which will increase Mark
Creasy's shareholding to 71,706,107 shares representing 16.48% of the
Company's enlarged total voting rights upon admission of the Deferred
Consideration Shares

o  5,134,999 shares to Sunswell Holdings Pty Limited or its nominees, which
will increase Freefire Technology Ltd's shareholding to 20,334,596 shares
representing 4.67% of the Company's enlarged total voting rights upon
admission of the Deferred Consideration Shares

 

·      The Deferred Consideration Shares are subject to a 12-month lock
up from their date of issue and thereafter to a 12-month orderly market
arrangement.

 

·      Lexington Gold is the registered and beneficial holder of a 74%
interest in WRE through its wholly owned South African subsidiary, Lexington
Gold SA with its Broad-Based Black Economic Empowerment ("BBBEE") partner
Masana Exploration Proprietary Limited owning 26% interest. Masana Exploration
is a 100% owned subsidiary of Letsema Holdings, a leading South African
investment holding company (www.letsema.co.za (https://letsema.co.za) ).

 

Ed Nealon, Lexington Gold's Non-Executive Chairman, commented:

"We are delighted to have received final Section 11 Ministerial Consent from
the DMRE, marking the completion of a key regulatory milestone.

"The WRE assets present an exceptional long-term opportunity for our
shareholders, and the ongoing support of strategic investors such as Mark
Creasy, is a powerful validation of the value we see in this portfolio.

"Since the acquisition of WRE we have secured the Jelani licence renewal and
undertaken significant exploration groundwork. We look forward to continuing
to accelerate development across the WRE project portfolio and unlocking value
for all stakeholders."

Remaining Deferred Consideration Milestones

 

Subsequent to the issue of the Deferred Consideration Shares, there remains up
to £1.28 million of Lexington Gold Equity to be issued in relation to the WRE
Loan Assignments in tranches upon the achievement of the following specified
milestones. All shares under the deferred consideration milestones are
calculated at an issue price of 6.20 pence per share, and subject to a
12-month lock up and thereafter 12-month orderly market arrangement.

 

 Lexington Gold Equity
 %              No. of shares           Amount   Milestone event
 20%            20,645,162              £1.28m   Renewal of three key prospecting rights. Shares under this milestone are
                                                 calculated at 6.20 pence per share.

 

Application for Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for the 20,645,161 new
common shares to be admitted to trading on AIM ("Admission"). It is expected
that Admission will become effective and that dealings in the new shares will
commence at 8.00 a.m. on or around 27 May 2025.

 

Following Admission, the total number of common shares in issue (excluding
shares held in treasury) and the total voting rights in the Company will be
435,203,010. This figure may be used by shareholders 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.

 

For further information, please contact:

 

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

 Bernard Olivier (Chief Executive Officer)               via Yellow Jersey

 Edward Nealon (Chairman)

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

 Peterhouse Capital Limited (Joint Broker)               www.peterhousecap.com (https://peterhousecap.com/)

 Duncan Vasey / Lucy Williams (Broking)                  T: +44 207 469 0930

 Eran Zucker (Corporate Finance)

 Yellow Jersey PR Limited (Financial Public Relations)   www.yellowjerseypr.com (http://www.yellowjerseypr.com)

 Charles Goodwin / Annabelle Wills                       T: +44 7747 788 221

 

 

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) . 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.

 

 

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  IOEBCGDURBBDGUC