REG - Unicorn Mineral Res. - Board Change, Subscription and Option Exercise

Unicorn Mineral Resources Public CoAnnouncement

14/12/2023 07:15

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RNS Number : 7187W  Unicorn Mineral Resources plc  14 December 2023

14 December 2023

 

 

Unicorn Mineral Resources Plc

 

("Unicorn" or the "Company")

 

Appointment of Jason Brewer as an Executive Director ("Appointment")

Subscription to raise c£573,000 ("Subscription")

Exercise of 900,000 Options ("Option Exercise")

 

Unicorn Mineral Resources Plc (LSE:UMR),  a mineral exploration and
development company based in Ireland exploring for Zinc, Lead, Copper and
Silver with its main focus at present being the "Limerick basin" in Ireland,
is pleased to announce the appointment of Jason Brewer as an Executive
Director of the Company, a subscription to raise c£573,000 and the exercise
of 900,000 options (the "Options) by the Chairman, Paddy Doherty.

Commenting on the appointment of Mr Brewer and the Subscription, Paddy
Doherty, Chairman of Unicorn Mineral Resources, said:

"After a challenging last few months, it is pleasing to end the year with the
addition of a new director, Jason, and a strengthened balance sheet.

Jason brings a wealth of experience and contacts across the mining industry in
general and in Africa in particular, thus providing the Company with access to
new opportunities to expand and enhance our portfolio of mineral rights and
licences.  We are confident that Jason's knowledge and expertise will greatly
contribute to the growth and success of the Company.

The funds raised today will assist in that programme as well as continuing the
finance the development of our Kilmallock Project, which we continue to
believe should produce strong results."

Appointment

The Company is delighted to announce the immediate appointment of Mr. Jason
Brewer as an Executive Director.  Mr Brewer Is currently CEO of Marula
Mining plc (ACSE: MARU), non-executive Charman of Neo Energy metals (LSE: NEO)
and an executive director on Shuka Minerals (AIM: SKA).  He has over 28
years' experience in international mining, financial markets and investment
banking with a particular focus in Africa. This includes holding senior
executive positions with a number of major global investment banks, including
Dresdner Kleinwort Benson, NM Rothschild & Sons and Investec and with
listed funds management companies focused on the mining and metals sector.
He is also the co-founder and director of Gathoni Muchai Investments, a
Nairobi-based investment firm focused on mining, property and retail sectors
that is a major shareholder in London-listed and battery metals focused mining
company Marula Mining plc, in Neo Energy Metals Limited, and in Shuka Minerals
plc.

 

Mr Brewer has elected for his monthly salary to be donated to the Mayflower
Children's Foundation that operates in Nairobi, Kenya and aims at improving
young Children's education, health and wellbeing through education, nutrition
and recreational programs.

 

 

His full list of present and past directorships (within the last five years)
is as follows:

 

 CURRENT                                             PAST (within the last five years)
 UK
 Marula Mining plc                                   Terra Rara UK Limited

 Shuka Minerals plc                                  Mayflower Copper Investments Limited

 Neo Energy Metals plc

 Mayflower Strategic Minerals Limited

 Mayflower Children's Foundation

 Mayflower Energy Metals Limited

 Kenya
 Gathoni Muchai Investments Limited                  Kilimapesa Gold Limited

 501 Capital Limited                                 Great Lakes Graphite Limited

 Muchai Mining Kenya Limited

 South Africa
 Neo Uranium Resources South Africa Pty Limited

 Marula Lithium Mining South Africa Pty Limited

 Southern African Lithium and Tantalum Pty Limited

 Australia
                                                     Vector Resources Ltd

                                                     Metalsearch Limited

                                                     Force Commodities Limited

                                                     Tao Commodities Limited

                                                     Global Oil and Gas Limited

                                                     Winmar Resources Limited

                                                     Mount Adrah Gold Limited

                                                     Baraka Minerals Pty Ltd

                                                     Gold Fleet Enterprises Pty Ltd

                                                     SugecResources Proprietary Limited

                                                     African Phosphate Pty Ltd

 

Mr Brewer has been granted options over 1,742,747 shares ("Options"),
equivalent to 5% of the issued share capital as enlarged by the Subscription
and the Option Exercise.  These Options will vest in three tranches, with
increasing exercise prices as follows:

 

 Tranche  Number of Options  Exercise Price  Vesting Criteria
 1        348,549            6p              20 day VWAP exceeding 10p
 2        697,099            10p             20 day VWAP exceeding 20p
 3        697,099            20p             20 day VWAP exceeding 30p

 

The '20 day VWAP" shall mean, in relation to any day, the volume weighted
average sale price on the London Stock Exchange per ordinary share in the
capital of the Company (as confirmed by the Company's broker) on any twenty
consecutive business days. The periods used to calculate the Twenty Day VWAP
for each of the Target 1 Options, Target 2 Options and Target 3 Options must
be discrete from each other and shall not overlap or run concurrently in any
way.

 

Subscription

The Company has raised c£573,000 gross through:

(i) the issue of 5,657,477 new ordinary shares each of €0.01 ("Shares") at
6p per new Share, representing c20% of the current issued share capital of
28,297,510 Shares ("Issued Share Capital"); and

(ii) the issue of £233,456 of non-interest bearing, unsecured convertible
loan notes ("CLN"), which convert automatically into 2,334,560 new Shares, at
a conversion price of 10p per new Share, representing c8% of the Issued Share
Capital, on the publication of a prospectus approved by the Financial Conduct
Authority.

If not converted, the CLN will be redeemed on 31 December 2024.

As part of the Subscription, the directors have agreed to convert their net
accrued salaries, comprising c12.7% of the total funds raised by the
Subscription, into new Shares and CLN, as set out below:

 Director       Number of new Shares  Amount of CLN
 Dave Blaney    178,766               £7,376
 Paddy Doherty  147,925               £6,104
 Antony Legge   115,074               £4,748
 John O'Connor  278,212               £11,480

In addition, Electro Automation Group Ltd, a company based in Ireland owned
and controlled by Paddy Doherty, has agreed to participate in the Subscription
by investing £150,000 for 1,481,250 new Shares and £61,125 of CLN.

Gathoni Muchai Investments Ltd, a company registered in Kenya and owned and
controlled by Mr Jason Brewer, has subscribed for 49,375 new Shares and
£2,037 of CLN.

The c£573,000 of gross proceeds raised by the Subscription will be used (i)
to continue the exploration work at Kilmallock, (ii) to evaluate potential
acquisition opportunities both in Ireland and overseas; and (iii) for general
working capital purposes.

The participation of Electro Automation Group Ltd in the Subscription
represents a Material Related Party transaction.  Dave Blaney, John O'Connor
and Antony Legge, being the independent directors for the purposes of this
transaction, have approved the transaction as being fair and reasonable from
the perspective of Unicorn and its shareholders.

Option Exercise

The Chairman, Paddy Doherty, has exercised all of his 900,000 Options at 5p
per Share, raising a further £45,000 for the Company.

Enlarged Issued Share Capital and Admission to Trading

Application is being made for the 6,557,477 new Shares being issued pursuant
to the Subscription and the Option Exercise to be admitted to trading on the
Main Market of the London Stock Exchange which is expected to be on or around
19 December 2023. These shares rank pari passu with the existing Shares of the
Company.

Following the issue of the 6,557,477 new Shares, the Company's issued ordinary
share capital shall consist of 34,854,987 Shares.

This figure of 34,854,987 represents the total voting rights in the Company
and should be used by shareholders as the denominator for the calculation by
which they can 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 & Transparency Rules.

 

Directors Holdings

Following the Appointment, Subscription and Exercise of Options, the direct
and indirect holdings of the directors shall be as follows:

 Name               Shares     % of enlarged issued share capital  Options    CLN
 Paddy Doherty (1)  3,509,675  10.1                                0          £67,229
 Jason Brewer (2)   49,375     0.1                                 1,742,747  £2,037
 John O'Connor      528,212    1.5                                 600,000    £11,480
 Dave Blaney        548,766    1.6                                 900,000    £7,376
 Antony Legge       115,074    0.3                                 100,000    £4,748
                    4,751,102  13.6                                3,342,747  £92,870

Notes:

1 Mr Doherty's holding includes 125,000 shares held by his wife and 1,481,250
held by Electro Automation Group Ltd, a company owned and controlled by Mr
Doherty;

2. Mr Brewer's holding is held by Gathoni Muchai Investments Ltd.

 

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

- ENDS -

For further information, please visit www.UnicornMineralResources.com
(http://www.UnicornMineralResources.com) or contact:

Unicorn Mineral Resources Plc

John O'Connor, CFO

Tel: +353 86 259 5123

Email: John.OConnor@UnicornMineralResources.com
(mailto:John.OConnor@UnicornMineralResources.com)

Novum Securities Limited - Financial Adviser and Broker

David Coffman / George Duxberry

Colin Rowbury

Tel: +44 (0)207 399 9400

Gathoni Muchai Investments
Faith Kinyanjui Mumbi

info@gathonimuchaiinvestments.com

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