TIDMLND
RNS Number : 3006E
Landore Resources Limited
29 June 2023
LANDORE RESOURCES LIMITED
(AIM Ticker : LND.L)
GBP600,000 Placing and Appointment of Joint Broker
London, United Kingdom - 29 June 2023 - Landore Resources
Limited (AIM : LND) ("Landore Resources" or the "Company")
announces that it has raised GBP600,000 before expenses by way of a
placing of 6,666,667 new ordinary shares of nil par value each in
the capital of the Company ("Ordinary Shares") (the "Placing
Shares") at a price of 9 pence per share (the "Placing").
The Company is also pleased to announce the appointment of Novum
Securities Limited ("Novum") as Joint Broker with immediate
effect.
The Placing Shares will represent approximately 5.46 per cent.
of the Company's enlarged issued share capital. The Placing price
represents a discount of approximately 13.25 per cent. to the
mid-market closing price on AIM of 10.375 pence per Ordinary Share
on 28 June 2023, being the latest practicable business day prior to
the publication of this announcement.
Every Placing Share has one warrant attached, resulting in the
issue of 6,666,667 warrants, with each warrant having the right to
acquire one new Ordinary Share at an exercise price of 18 pence on
or before the second anniversary of Admission of the Placing Shares
(the "Investor Warrants"). If the Investor Warrants were to be
exercised in full in due course, this would result in the issue of
6,666,667 new Ordinary Shares raising a further GBP1,200,000 for
the development of the Company's business'.
The Placing was arranged by Novum. Accordingly, in connection
with the Placing, the Company has also agreed to issue 400,000
'broker' warrants to Novum, giving them the right to acquire such
number of new Ordinary Shares at an exercise price of 9 pence for a
period of two years from the date of Admission of the Placing
Shares.
Novum has entered into an agreement with Landore (the "Placing
Agreement") under which, subject to the conditions set out therein,
Novum has been instructed by Landore to assume the duties of
placing agent to procure subscribers for the Placing Shares. The
Placing Agreement includes customary provisions including that the
Placing Agreement can be terminated, inter alia, if (i) there is a
breach of any material warranty, or any of the other obligations on
the Company which is material in the context of the Placing, and
(ii) in the reasonable opinion of Novum there has occurred a
material adverse change in the business of or the financial or
trading position of the Company, or (iii) the name or reputation of
Novum is likely to be prejudiced if it continues to act as placing
agent.
Background to the Placing
The Placing has been undertaken to assist with the intended dual
listing of the Company on the TSX Venture Exchange in Q3 2023, as
announced earlier today.
Directors' participation in the Placing
The following directors of the Company are participating in the
Placing for an investment, in aggregate, of approximately
GBP55,000.
Director No . of new Resulting holding Resulting percentage
Ordinary Shares of Ordinary Shares of enlarged share
subscribed for capital held
pursuant to the at Admission
Placing
William Humphries 277,778 6,193,819 5.08
----------------- -------------------- ---------------------
Glenn Featherby 333,333 3,001,053 2.46
----------------- -------------------- ---------------------
Related Party Transactions
William Humphries and Glenn Featherby have subscribed for, in
aggregate, 611,111 new Ordinary Shares pursuant to the Placing as
set out above and will receive, in aggregate, 611,111 Investor
Warrants. The participation in the Placing by William Humphries and
Glenn Featherby, both Directors of the Company, is deemed to
constitute a related party transaction under the AIM Rules for
Companies. Accordingly, the independent directors, being Huw
Salter, Charles Wilkinson and Helen Green, having consulted with
the Company's Nominated Adviser, Strand Hanson Limited, consider
the terms of such participation to be fair and reasonable insofar
as the Company's shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM ("Admission").
The Placing Shares will rank pari passu with the existing Ordinary
Shares and it is expected that Admission will become effective and
dealings commence at 8.00 a.m. on or around 20 July 2023.
On Admission, the Company's issued share capital will consist of
122,013,058 Ordinary Shares with voting rights. Landore Resources
does not hold any Ordinary Shares in treasury. This figure of
122,013,058 may therefore be used by shareholders in the Company
following Admission 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, the share capital of
the Company under the UK Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.
-S -
For further information, please contact:
Landore Resources Limited
Glenn Featherby, Finance Director Tel: 07730 420318
Strand Hanson Limited (Nominated Adviser
and Joint Broker)
James Dance/Matthew Chandler/Robert Collins Tel: 020 74093494
Novum Securities Limited (Joint Broker)
Jon Belliss/Colin Rowbury Tel: 020 73999402
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019 .
PDMR Notification Forms :
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. William Humphries
2. Glenn Featherby
-------------------------------- -------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
2. Finance Director
-------------------------------- -------------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- -------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Landore Resources Limited
-------------------------------- -------------------------------------------
b) LEI 21380019CJ5T1PNY3Q69
-------------------------------- -------------------------------------------
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 Ordinary shares of nil par value each
instrument, type of instrument in the share capital of Landore Resources
Limited
-------------------------------- -------------------------------------------
Identification code GG00BMX4VR69
-------------------------------- -------------------------------------------
b) Nature of the Transaction Participation in Placing of new Ordinary
Shares
-------------------------------- -------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 9p 1. 277,778
2. 9p 2. 333,333
------------
-------------------------------- -------------------------------------------
d) Aggregated information Aggregate volume: 611,111
Aggregated volume Price Aggregate price: 9p
-------------------------------- -------------------------------------------
e) Date of the transaction 29 June 2023
-------------------------------- -------------------------------------------
f) Place of the transaction Outside of an exchange
-------------------------------- -------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. William Humphries
2. Glenn Featherby
-------------------------------- -------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
2. Finance Director
-------------------------------- -------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- -------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Landore Resources Limited
-------------------------------- -------------------------------------
b) LEI 21380019CJ5T1PNY3Q69
-------------------------------- -------------------------------------
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 Warrants to subscribe for Ordinary
instrument, type of instrument shares of nil par value each in the
share capital of Landore Resources
Limited
-------------------------------- -------------------------------------
Identification code GG00BMX4VR69
-------------------------------- -------------------------------------
b) Nature of the Transaction Receipt of warrants in connection
with a Placing
-------------------------------- -------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. Nil 1. 277,778
2. Nil 2. 333,333
-----------------------
-------------------------------- -------------------------------------
d) Aggregated information Aggregate volume: 611,111
Aggregated volume Price Aggregate price: Nil
-------------------------------- -------------------------------------
e) Date of the transaction 29 June 2023
-------------------------------- -------------------------------------
f) Place of the transaction Outside of an exchange
-------------------------------- -------------------------------------
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