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: +353 86 259 5123
Email: 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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