REG - Sunrise Resources - Placing and Issue of Equity

Sunrise ResourcesAnnouncement

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RNS Number : 2334A  Sunrise Resources Plc  13 April 2026

 

 

 13 April 2026

 

SUNRISE RESOURCES PLC

("Sunrise" or the "Company")

 

Placing to Raise £225,000

Director/PDMR Holdings

Issue of Equity and TVR

 

Sunrise Resources plc (AIM: SRES), wishes to announce that it has
conditionally raised £225,000 before expenses ("the Placing") through the
issue of 900,000,000 new Ordinary Shares of 0.001p each (the "Placing Shares")
at the price of 0.025 pence per Placing Share (the "Placing Price"). The
Placing Price is equal to the market closing bid price of the Company's
Ordinary Shares on 10 April 2026 (being the latest practicable date prior to
this announcement). The Placing was arranged through the Company's broker,
AlbR Capital Limited ("AlbR").

 

The Board values its retail investor base and is also conscious of the need to
provide existing shareholders with the opportunity to participate in any
capital raise being undertaken by the Company, where practically and
commercially feasible. With this in mind, should any existing shareholder wish
to subscribe for new Ordinary shares on the same terms as the Placing, they
should contact the Company before 2.00pm on Wednesday 15 April 2026 at Tel:
01625 838 884, or by email to: info@sunriseresourcesplc.com
(mailto:info@sunriseresourcesplc.com) . If there is sufficient additional
demand, the Company will consider, but is not obligated, to initiate a retail
offer of new Ordinary Shares on the same terms as the Placing through a
shareholder retail access platform.

 

The Placing

 

Mr Patrick Cheetham, Executive Chairman of the Company, and Mr Adam
Hainsworth, a non-executive director of the Company, have each subscribed
£50,000 for 200,000,000 Placing Shares as part of the Placing at the Placing
Price. Mr Cheetham's and Mr Hainsworth's participation in the Placing
constitute related party transactions under AIM Rule 13. The independent
director of the Company (being Mr James Cole), having consulted with Beaumont
Cornish Limited, the Company's nominated adviser, considers that the terms of
their participation in the Placing are fair and reasonable insofar as the
Company's shareholders are concerned.

 

Additional Shares

 

The Company also proposes to issue 468,860,760 new Ordinary Shares at the
Placing Price (the "Additional Shares") to settle a number of longer term
creditors. This includes 96,256,760 new Ordinary Shares to be issued to past
and present directors in settlement of a portion of fees owing for the periods
November 2023 to March 2024 and April 2025 to December 2025. The issue of
shares to settle Directors fees is proposed pursuant to terms first agreed on
20 August 2008, and in order for the Company to preserve cash for its project
activities. It also includes 336,604,000 new Ordinary Shares being issued to
Tertiary Minerals plc ("Tertiary") in partial settlement of invoices issued by
Tertiary to the Company in respect of management fees. Tertiary provides
management services to the Company at cost. Mr Cheetham is also Chairman of
Tertiary Minerals plc. Following Admission, Tertiary will hold 358,558,787
Ordinary Shares or 3.91% of the enlarged issued share capital.

 

The following table shows the number of new Ordinary Shares issued to the
current directors and their total beneficial holding in the Company following
Admission of the Placing Shares and the Additional Shares.

 

 

 Director          Number of           Total interest in  % of Company's

                   Placing and         Ordinary Shares    issued share

                   Additional Shares   Following          capital following

                                       Admission          Admission
 Patrick Cheetham  207,233,600         892,995,526        9.73%
 James Cole        66,566,400          139,100,264        1.52%
 Adam Hainsworth   206,457,560         532,195,932        5.80%

 

 

Broker Warrants

 

Under the terms of its engagement dated 1 October 2025, AlbR will be issued
with 25,000,000 warrants in connection with the Placing, each warrant
entitling the holder to apply for one new Ordinary Share at the Placing Price
at any time within 12 months from the date of Admission.

 

Use of Proceeds

 

The net funds raised will be applied to general working capital and to support
the Company's plans for advancement of the Company's mineral projects.

 

Admission

 

The issue of the Placing Shares and the Additional Shares is conditional only
on Admission. Application is being made for the Placing Shares and the
Additional Shares, which will rank pari passu with all existing ordinary
shares, to be admitted to trading on AIM and Admission is expected to occur on
or around 17 April 2026.

 

Total Voting Rights

 

For the purposes of the Disclosure and Transparency Rules of the Financial
Conduct Authority, the Board of Sunrise hereby notifies the market that
further to Admission of the Placing Shares, and the Additional Shares the
Company's issued share capital will consist of 9,181,262,596 Ordinary Shares
with a nominal value of 0.001p each, with voting rights ("Ordinary Shares").
The Company does not hold any Ordinary Shares in Treasury. Therefore, the
total number of Ordinary Shares in the Company with voting rights will be
9,181,262,596. This figure may be used by shareholders in the Company as
denominator for the calculations by which they may determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

 

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

 AlbR Capital Limited

 Broker

 Lucy Williams/Duncan Vasey

 

 

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.

 

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.

 

 

 

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.

 1   Details  of  the  person   discharging  managerial   responsibilities
     I person closely associated
 a)  Name                                                            Patrick Cheetham
 2   Reason for the notification
 a)  Position/status                                                 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                                                            Sunrise Resources plc
 b)  LEI                                                             213800MGDOE974QHPZ44

 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    Ordinary Shares of 0.001 pence each

     Identification code                                             GB00B075Z681

 b)  Nature of the transaction                                       Subscription for shares in Placing and issue of shares

                                                                     in part settlement of fees.
 c)  Price(s) and volume(s)                                          1. Participation in Placing

Price(s)     Volume
                                                                    0.025 pence  200,000,000

 

                                                                     2. Issue of fee shares

Price(s)     Volume
                                                                    0.025 pence  7,233,600

 d)  Aggregated information

Price(s)     Volume
     - Aggregated volume                                            0.025 pence  207,233,600

     - Price
N/A (Single transaction)

 e)  Date of the transaction                                         13 April 2026

                                                                     07:00 GMT

 f)  Place of the transaction                                        Outside a trading venue (XOFF)

 

 2. Issue of fee shares

 

 Price(s)     Volume
 0.025 pence  7,233,600

d)

Aggregated information

- Aggregated volume

- Price

 

 

 Price(s)     Volume
 0.025 pence  207,233,600

N/A (Single transaction)

 

e)

Date of the transaction

 13 April 2026

 07:00 GMT

 

f)

Place of the transaction

 Outside a trading venue (XOFF)

 

 

 1   Details  of  the  person   discharging  managerial   responsibilities
     I person closely associated
 a)  Name                                                            Adam Hainsworth
 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                                                            Sunrise Resources plc
 b)  LEI                                                             213800MGDOE974QHPZ44

 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    Ordinary Shares of 0.001 pence each

     Identification code                                             GB00B075Z681

 b)  Nature of the transaction                                       Subscription for shares in Placing and issue of shares

                                                                     in part settlement of fees.
 c)  Price(s) and volume(s)                                          1. Participation in Placing

Price(s)     Volume
                                                                    0.025 pence  200,000,000

 

                                                                     2. Issue of fee shares

Price(s)     Volume
                                                                    0.025 pence  6,457,560

 d)  Aggregated information

Price(s)     Volume
     - Aggregated volume                                            0.025 pence  206,457,560

     - Price
 

 e)  Date of the transaction                                         13 April 2026

                                                                     07:00 GMT

 f)  Place of the transaction                                        Outside a trading venue (XOFF)

 

 

 2. Issue of fee shares

 

 Price(s)     Volume
 0.025 pence  6,457,560

d)

Aggregated information

- Aggregated volume

- Price

 

 

 Price(s)     Volume
 0.025 pence  206,457,560

 

 

e)

Date of the transaction

 13 April 2026

 07:00 GMT

 

f)

Place of the transaction

 Outside a trading venue (XOFF)

 

 

 1   Details  of  the  person   discharging  managerial   responsibilities
     I person closely associated
 a)  Name                                                            James Cole
 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                                                            Sunrise Resources plc
 b)  LEI                                                             213800MGDOE974QHPZ44

 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    Ordinary Shares of 0.001 pence each

     Identification code                                             GB00B075Z681

 b)  Nature of the transaction                                       Issue of shares in part settlement of fees.
 c)  Price(s) and volume(s)                                          Issue of fee shares

Price(s)     Volume
                                                                    0.025 pence  66,566,400

 d)  Aggregated information

Price(s)     Volume
     - Aggregated volume                                            0.025 pence  66,566,400

     - Price
 

 e)  Date of the transaction                                         13 April 2026

                                                                     07:00 GMT

 f)  Place of the transaction                                        Outside a trading venue (XOFF)

d)

Aggregated information

- Aggregated volume

- Price

 

 

 Price(s)     Volume
 0.025 pence  66,566,400

 

 

e)

Date of the transaction

 13 April 2026

 07:00 GMT

 

f)

Place of the transaction

 Outside a trading venue (XOFF)

 

 

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