Unicorn Mineral Resources plc Board Change, Subscription and Option Exercise (7187W)

TIDMUMR

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 cGBP573,000 ("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 cGBP573,000 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 
  Neo Energy Metals plc                Limited 
  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   Vesting Criteria 
                                Price 
 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 cGBP573,000 gross through:

(i) the issue of 5,657,477 new ordinary shares each of EUR0.01 ("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 GBP233,456 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                GBP7,376 
                ---------------------  -------------- 
 Paddy Doherty   147,925                GBP6,104 
                ---------------------  -------------- 
 Antony Legge    115,074                GBP4,748 
                ---------------------  -------------- 
 John O'Connor   278,212                GBP11,480 
                ---------------------  -------------- 
 

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 GBP150,000 for 1,481,250 new Shares and GBP61,125 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 GBP2,037 of CLN.

The cGBP573,000 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 GBP45,000 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     Options         CLN 
                               issued share 
                                    capital 
 Paddy Doherty 
  (1)             3,509,675            10.1           0   GBP67,229 
                 ----------  --------------  ----------  ---------- 
 Jason Brewer 
  (2)                49,375             0.1   1,742,747    GBP2,037 
                 ----------  --------------  ----------  ---------- 
 John O'Connor      528,212             1.5     600,000   GBP11,480 
                 ----------  --------------  ----------  ---------- 
 Dave Blaney        548,766             1.6     900,000    GBP7,376 
                 ----------  --------------  ----------  ---------- 
 Antony Legge       115,074             0.3     100,000    GBP4,748 
                 ----------  --------------  ----------  ---------- 
                  4,751,102            13.6   3,342,747   GBP92,870 
                 ----------  --------------  ----------  ---------- 
 

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 or contact:

Unicorn Mineral Resources Plc

John O'Connor, CFO

Tel: [phone]

Email: [e-mail]

Novum Securities Limited - Financial Adviser and Broker

David Coffman / George Duxberry

Colin Rowbury

Tel: [phone]

Gathoni Muchai Investments

Faith Kinyanjui Mumbi

[e-mail]

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December 14, 2023 02:05 ET (07:05 GMT)