REG - Sunrise Resources - Convertible Security – Extension of Term

Sunrise ResourcesAnnouncement

09/06/2025 07:00

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RNS Number : 9006L  Sunrise Resources Plc  09 June 2025

9 June 2025

 

SUNRISE RESOURCES PLC

("Sunrise" or the "Company")

 

 

Convertible Security - Extension of Term

 

Further to its announcements of 30 November 2022 and 5 June 2023, Sunrise
Resources plc is pleased to advise that it has agreed to extend the term of
the Second Convertible Security (the "Convertible") which was otherwise due to
mature on 7 June 2025 when the outstanding balance of £123,000 would have
been convertible to ordinary shares in full.

 

The holder of the Convertible, Towards Net Zero, LLC ("TNZ"), has also agreed
additional amendments in favour of the Company.

 

Summary:

 

·    Convertible Maturity Date is extended by 18 months to 7 December
2026.

 

·    TNZ is prohibited from converting any part of the Convertible for the
next three months unless trading volumes exceed a defined hurdle.

 

·    Price for conversion is amended in favour of the Company where
conversion would otherwise take place below a certain price.

 

·    Company now has the option to make monthly cash repayments towards
the outstanding balance of the Convertible, interest and penalty free, up to
£10,000 per month.

 

More detailed information is provided below and should be read in conjunction
with the Company's announcements of 30 November 2022 and 5 June 2023.

 

 

Commenting today, Executive Chairman Patrick Cheetham said:

 

"The amendments to the Convertible being announced today provide added
flexibility to the Company and allows the Company the choice to make cash
repayment of any outstanding balance over time, in lieu of conversion. We are
grateful for TNZ's continued support while the Company advances its diverse
portfolio of projects."

 

Further information:

 Sunrise Resources plc                  Tel: +44 (0)1625 838 884

 Patrick Cheetham, Executive Chairman
                                        Tel: +44 (0)207 628 3396

 Beaumont Cornish Limited

 Nominated Adviser

 James Biddle/Roland Cornish
                                        Tel: +44 (0)207 469 0930

 Peterhouse Capital Limited

 Broker

 Lucy Williams/Duncan Vasey

 

Shares in the Company trade on AIM. EPIC: "SRES"

Website: www.sunriseresourcesplc.com (http://www.sunriseresourcesplc.com)

 

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

DETAILED INFORMATION

 

Background

 

The Second Convertible Security, in the amount of £200,000, was issued to US
institutional investor Towards Net Zero, LLC on 7 June 2023 under the terms of
an amended Convertible Securities Issuance Deed (the "Deed") details of which
were set out in the Company's regulatory news release dated 5 June 2023 (the
"June Announcement").

 

The Convertible is interest free and the original terms of the Deed are set
out in the Company's regulatory news release of 30 November 2022 (the
"November Announcement").

 

The First Convertible Security issued under the Deed was for £200,000 and has
been fully converted/repaid. The Second Convertible Security issued under the
Deed currently has an amount outstanding of £123,000. No further Convertible
Securities will be issued under the Deed.

 

The Deed has now been further amended by a Second Deed of Amendment (the
"Second Amendment").

 

Second Amendment

 

Under the Second Amendment a number of changes have been made to the Deed,
primarily to extend the Maturity Date term of the Second Convertible Security
but also to incorporate a number of other changes that are generally more
favourable to Sunrise and which are designed to ensure the continuing and
orderly operation of the Deed in the current market conditions.

Most importantly, the Maturity Date, being the date any outstanding balance
would become convertible, has been extended by 18 months to 7 December 2026.
Furthermore, no conversions will be permitted in the next three months unless
the trading volume exceeds a certain threshold.

The Deed has also been amended to give the Company the option, exercisable
once per month, to make penalty-free repayments up to £10,000 each month.

The conversion pricing formula is set out in the November and June
Announcements and the rounding factor referred to therein has been reduced in
the Company's favour by a factor of ten when the number being rounded is less
than or equal to 0.01pence.

 

Finally,  if a conversion would result in the effective discount to the
prevailing market price of the Company's shares being in excess of 25%, the
conversion price will be increased by half of such excess.

 

 

Market Abuse Regulation (MAR) Disclosure

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

Cautionary Notice

 

The news release may contain certain statements and expressions of belief,
expectation or opinion which are forward looking statements, and which relate,
inter alia, to the Company's proposed strategy, plans and objectives or to the
expectations or intentions of the Company's directors. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements. Accordingly, you should not rely on any
forward-looking statements and save as required by the AIM Rules for Companies
or by law, the Company does not accept any obligation to disseminate any
updates or revisions to such forward-looking statements.

 

 

 

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