REG-Medcaw Investments Plc: Proposed Initial Transaction, AIM Admission and Acquisition of 90 percent of the Eagle Lake Gold Project and Temporary Suspension to Trading

Medcaw InvestmentsAnnouncement

Yesterday 08:00

19 December 2025

Medcaw Investments plc                    
          (“Medcaw” or the “Company”)

Proposed Initial Transaction, AIM Admission and Acquisition of 90 per cent. of
the Eagle Lake Gold Project (Ontario, Canada)

and

Temporary Suspension to Trading

 

Medcaw is pleased to announce that it has entered into binding heads of terms
(which includes an exclusivity agreement until 31 October 2026) with Ulvestone
Ltd (“Ulvestone”) in respect of the proposed acquisition by the Company of
90% of the legal and beneficial interest in certain mineral exploration
licences located in Ontario, Canada (the “Eagle Lake Gold Project”) (the
“Initial Transaction”). This comprises an initial transaction under UK
Listing Rule 13.2.1.

 

The Initial Transaction is conditional, inter alia, on the cancellation of the
Company’s listing on the Official List of the FCA and cancellation of its
admission to trading on the Main Market of the London Stock Exchange, and on
the admission of its entire issued share capital, as enlarged by the
Consideration Shares (as defined below) and any other shares to be issued on
Admission, to trading on AIM (“AIM Admission”).

 

Transaction Structure

The Initial Transaction is conditional on Wedgetail Ltd, a British Columbia
incorporated company (“Wedgetail”), acquiring 100% of the legal and
beneficial ownership of the Eagle Lake Gold Project, prior to the Initial
Transaction completing, and conditional on an equity fundraise to be completed
in conjunction with the AIM Admission. Wedgetail is currently wholly owned by
Ulvestone.

Medcaw proposes to acquire 90% of the issued share capital of Wedgetail,
thereby securing a 90% interest in the Eagle Lake Gold Project.

Consideration

The aggregate consideration payable by Medcaw is £4.17 million, to be
satisfied as follows:
*            £70,000 in cash on execution of the definitive share purchase
agreement;          
*            £100,000 in cash on AIM Admission; and          
*            £4,000,000 satisfied through the issue of new ordinary shares in
Medcaw at a price of 1.5 pence per share, to be issued on AIM Admission (the
“Consideration Shares”).
The Consideration Shares will be subject to customary AIM lock-in arrangements
for a period of 12 months from completion, as required by the AIM Rules for
Companies.

The Eagle Lake Gold Project – Overview

 

The Eagle Lake Gold Project comprises 95 mining claims covering approximately
1,960 hectares, located within the Wabigoon Greenstone Belt of Ontario,
Canada, approximately 27 kilometres south-west of Dryden.

 

The Eagle Lake Gold Project benefits from:
*            road access to within approximately 3 kilometres of the licence
boundary;          
*            proximity to multiple multi-million ounce gold deposits operated
by major and mid-tier producers within the region; and          
*            a well-documented history of exploration dating back to the
1950s.
Historical exploration across the Eagle Lake Gold Project includes shallow
diamond drilling undertaken between 1951 and 1985, together with trenching and
grab sampling.

Historical grab sampling has reported values of up to 204 g/t gold (see map
set out further below in Schedule A), and a 2025 field campaign comprising 21
grab samples reported three samples grading more than 25 g/t gold, with a peak
result of 75.7 g/t gold.

Historical drill results include multiple intersections in the 1–8 g/t gold
range over narrow widths, including (selected examples):

1982 - 1985, Significant Results

 DDH       From   (m)  To    (m)  Interval   (m)  Au    (g/t)  
 R-82- 3   64.00       67.06      3.05            1.95         
 R-83- 6   53.34       59.44      6.10            1.64         
 R-83- 10  5.24        7.62       2.38            1.20         
           24.38       30.48      6.09            1.70         
           35.05       38.10      3.05            1.13         
           42.67       45.72      3.05            2.54         
           99.01       102.11     3.05            3.94         
 R-83- 11  17.98       18.75      0.76            1.95         
           101.50      103.02     1.52            2.78         
 R-85- 12  18.29       19.51      1.22            2.74         
           23.16       24.23      1.07            8.23         
           27.43       30.48      3.05            2.05         
           36.58       39.62      3.05            2.05         
 R-85- 13  51.82       54.86      3.05            7.54         
 R-85- 16  9.14        12.19      3.05            2.05         

The Company notes that these results are historical in nature, have not been
verified by a Qualified Person as defined in the AIM Note for Mining, Oil and
Gas Companies, and should not be relied upon as indicative of future mineral
resources.

Exploration Strategy

Subject to completion of the Initial Transaction, equity fundraise and
successful AIM Admission, Medcaw intends to undertake a phased exploration
programme.

A programme of historical data compilation and digitisation is ongoing (funded
via 10% equity holder - AIM quoted Gunsynd plc) to define high-priority drill
targets for a maiden drill programme. Thirty-five historical assessment
reports are being reviewed, and the available geophysical, geochemical and
diamond-drill datasets are being digitised and combined to inform field design
and permitting. Initial work has identified multiple high priority targets
along the largely under-explored approximately 7 km strike extent, warranting
a large follow-up geochemical survey and targeted drilling.

Further details will be provided in the AIM admission document.

Conditions Precedent and Timetable

The Proposed Transaction remains subject to a number of conditions, including:
*            completion of satisfactory legal, technical and financial due
diligence;          
*            execution of a definitive share purchase agreement;          
*            AIM Admission;          
*            shareholder approval where required;           
*            a waiver by the Takeover Panel of any requirement under Rule 9 of
the Takeover Code that would otherwise arise on Ulvestone (whether
individually or as a concert party or otherwise) to make a general offer to
Medcaw shareholders as a result of the issue to Ulvestone (or such other
parties as Ulvestone directs) of the Consideration Shares; and          
*            securing adequate working capital for at least 12 months
post-admission.
The long-stop date for completion is currently 31 October 2026.

Suspension

This announcement is being made to disclose Inside Information.

On the basis that the Initial Transaction is completed on the contemplated
terms, this would result in the Company's existing shareholders having a
minority interest in the enlarged group (and would constitute an initial
transaction under the FCA's UK Listing Rules).

At the request of the Company, the FCA has suspended the Company's listing on
the Official List and trading on the Main Market of the London Stock Exchange
has also been suspended as of 7.30 a.m. today, pending the publication by the
Company of an AIM Admission document or an announcement that the Initial
Transaction is not proceeding.

The Company has requested the temporary suspension because of the lack of
available information about Wedgetail in relation to the Initial Transaction,
which could prevent the smooth operation of the market in the shares of the
Company.

Should the final terms of the Initial Acquisition be agreed, the Company will
issue an announcement with further details pursuant to UKLR13.4.22R and
UKLR13.4.23R.

Takeover Code

The Takeover Panel will be consulted in due course regarding the requirement
or otherwise for the Company to seek a Rule 9 waiver pursuant to Appendix 1 of
the Takeover Code in respect of the vendors of Wedgetail and any other parties
who may be acting in concert with them holding 30% or more as a result of the
Initial Transaction and any other associated matters.

Appointment of Sponsor and Nominated Adviser

The Company is also pleased to announce that it has appointed Cairn Financial
Advisers LLP as its Sponsor and Nominated Adviser in connection with the
Initial Transaction and intended AIM Admission.

Charlie Wood, Director of Medcaw Investments plc,                             
           commented:

“We believe the proposed acquisition of the Eagle Lake Gold Project comes at
a highly attractive point in the gold cycle. Gold prices remain strong,
underpinned by macroeconomic uncertainty, central bank buying and sustained
investor demand for hard assets.

“Against this backdrop, there is a clear lack of high-quality, pure-play
gold exploration companies available to UK public market investors. Eagle Lake
offers exposure to a proven Canadian gold jurisdiction with compelling
historical exploration results and significant scope for modern exploration
techniques to add value.

“We see this transaction as an opportunity to reposition Medcaw as a focused
gold exploration company on AIM, at a time when investor appetite for quality
gold assets is returning.”

For further information:

Medcaw Investments plc                    
          Charlie Wood

Director                    
          Tel: +44 (0)203 918 8797

Broker                     
          GIS          
          James Sheehan          
          Tel: +44 (0)20 7048 9400

Sponsor

Cairn Financial Advisers LLP

Liam Murray / Emily Staples / Ludovico Lazzaretti / Louise O’Driscoll

Tel: +44 (0)20 7213 0880

Caution regarding forward looking statements

                     Certain statements in this announcement, are, or may be
deemed to be, forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as ''believe'', ''could'',
"should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'',
''potentially'', "expect", ''will'' or the negative of those, variations or
comparable expressions, including references to assumptions. These
forward-looking statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the                
    Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and sources of
funding thereof), competitive advantages, business prospects and
opportunities. Such forward-looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.

This announcement contains inside information for the purposes of Article 7 of
UK MAR and the Directors of the Company are responsible for the release of
this announcement.

 

Schedule A – Eagle map & historic grab sample data

 



 

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