Alba
Mineral Resources Plc / EPIC: ALBA / Market: AIM / Sector:
Mining
31 May 2024
Alba Mineral Resources
Plc
("Alba"
or the "Company")
Results of AGM and GROC
Subscription and Director Dealings
Alba Mineral Resources Plc (AIM:
ALBA) announces that at its Annual General Meeting ("AGM"), which
was held today, all the resolutions were duly passed.
Alba further notes the RNS today by
its portfolio company, GreenRoc Mining Plc ("GreenRoc"), regarding
the subscription of shares in GreenRoc by GreenRoc directors and
persons discharging managerial responsibilities ("PDMRs") as well
as by GreenRoc's largest shareholder, Alba, and a number of Alba
concert parties. In total, 6,111,108 new ordinary shares of 0.1
pence each (the "Shares") have been subscribed for in GreenRoc at a
price of 1.8 pence per Share (the "Subscription Price") for a total
subscription of approximately £110,000 (the
"Subscription").
Alba has subscribed for 3,888,890
Shares at the Subscription Price ("Alba Subscription"). Following
its subscription, Alba will hold 66,915,207 shares in the Company,
equivalent to 35.69% of the Company's issued capital.
The Alba Subscription, and the
subscriptions of Alba Directors Michael Nott and George
Frangeskides and COO Mark Austin, constitute related party
transactions as defined by the AIM Rules. The independent director
of the Company in relation to those subscriptions (being Elizabeth
Henson, who is not participating in the subscription) considers,
having consulted with SPARK Advisory Partners Limited, the
Company's nominated adviser, that the terms of the subscriptions
are fair and reasonable insofar as the Company's shareholders are
concerned.
The GreenRoc announcement is set out
below without material changes.
GreenRoc Mining
plc
("GreenRoc" or the "Company")
Share Subscription and
Director and PDMR Dealings
GreenRoc Mining Plc (AIM:
GROC), a company focused on the development
of critical mineral projects in Greenland, is pleased to announce the subscription of shares in the
Company by GreenRoc directors and persons discharging managerial
responsibilities ("PDMRs") as well as by the Company's largest
shareholder, Alba Mineral Resources plc ("Alba"), and a number of
Alba concert parties. In total, 6,111,108 new ordinary shares of
0.1 pence each (the "Shares") have been subscribed for at a price
of 1.8 pence per Share (the "Subscription Price") for a total
subscription of approximately £110,000 (the
"Subscription").
Alba/Concert Parties
|
Subscription
(£)
|
Shares
Allotted
|
Alba
|
70,000.02
|
3,888,890
|
Michael Nott
|
4,999.99
|
277,777
|
George Frangeskides*
|
9,499.99
|
527,777
|
Mark Austin**
|
5,249.99
|
291,666
|
Sub-Total
|
89,749.99
|
4,986,110
|
|
|
|
GROC Directors and PDMRS
|
|
|
Stefan Bernstein
|
5,249.99
|
291,666
|
Lars Brünner
|
2,250.00
|
125,000
|
Andrew Panteli
|
5,249.99
|
291,666
|
Silvertree Partners
LLP***
|
7,499.99
|
416,666
|
Sub-Total
|
20,249.97
|
1,124,998
|
Grand Total
|
109,999.96
|
6,111,108
|
* Mr Frangeskides is both a director
and the Chairman of GreenRoc and a director and the Chairman of
Alba.
**Mr Austin is a PDMR of Alba and a
director of GreenRoc.
***Silvertree Partners LLP provide
CFO services through Ben Proffitt who is GreenRoc's CFO.
Alba Mineral Resources Plc
holding
Alba Mineral Resources Plc ("Alba")
has subscribed for 3,888,890 Shares at the Subscription Price
("Alba Subscription"). Following its subscription, Alba will hold
66,915,207 shares in the Company, equivalent to 35.69% of the
Company's issued capital.
GROC Directors and PDMRS
holding
The table below provides details of
the purchase of Shares by Directors and PDMRS of the Company under
the Subscription and their resulting interests following the
purchase. The PDMR form is set out at the bottom of this
announcement.
Name
|
Interest in Shares prior to
the Subscription
|
Number of Subscription Shares
subscribed for
|
Interest in Shares following
completion of the Subscription
|
% of Enlarged Share
Capital
|
George
Frangeskides
|
400,001
|
527,777
|
927,778
|
0.49%
|
Stefan
Bernstein
|
1,420,000
|
291,666
|
1,711,666
|
0.91%
|
Mark
Austin
|
-
|
291,666
|
291,666
|
0.16%
|
Mark
Rachovides
|
280,000
|
-
|
280,000
|
0.15%
|
Lars
Brünner
|
125,000
|
125,000
|
250,000
|
0.13%
|
Andrew
Panteli
|
-
|
291,666
|
291,666
|
0.16%
|
Silvertree
Partners LLP*
|
-
|
416,666
|
416,666-
|
0.22%
|
*Silvertree
Partners LLP provide CFO services through Ben Proffitt who is
GreenRoc's CFO.
Related Party
Transactions
The Alba Subscription constitutes a
related party transaction as defined by the AIM Rules. The
independent directors of the Company in relation to the Alba
Subscription (being all the directors of the Company other than
George Frangeskides and Mark Austin) consider, having consulted
with Cairn Financial Advisers LLP, the Company's nominated adviser,
that the terms of the Alba Subscription are fair and reasonable
insofar as the Company's shareholders are concerned.
The subscriptions by the above-named
GreenRoc directors constitute related party transactions as defined
by the AIM Rules. The independent director of the Company in
relation to the subscriptions by the GreenRoc directors, being Mark
Rachovides who is not participating in the Subscription, considers,
having consulted with Cairn Financial Advisers LLP, the Company's
nominated adviser, that the terms of the subscriptions by the
above-named GreenRoc directors are fair and reasonable insofar as
the Company's shareholders are concerned.
Admission to Trading on AIM
and Total Voting Rights
Application has been made for the
Subscription Shares, which will rank pari passu with the existing ordinary
shares of 0.1 pence each, to be admitted to trading on AIM
("Admission"). It is expected that Admission of the 6,111,108
Subscription Shares will become effective and that dealings will
commence at 8:00 a.m. on or around 5 June 2024.
Following the issue of the
Subscription Shares, the total issued share capital of the Company
will consist of 187,464,769 ordinary shares of 0.1 pence each. The
Company does not hold any ordinary shares in Treasury, therefore
the total voting rights in the Company following Admission will be
187,464,769. This figure may be used by shareholders in the Company
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
This announcement contains
inside information for the purposes of the UK Market Abuse
Regulation and the Directors of the Company are responsible for the
release of this announcement.
PDMR Disclosures
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Mr Stefan Bernstein
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Director
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
291,666
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Mr George Frangeskides
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Director
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining
Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
527,777
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Mr Lars Brünner
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Director
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining
Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
125,000
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Mr Mark Austin
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Director
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining
Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
291,666
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Mr Andrew Panteli
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
Director
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining
Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
291,666
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
a.
|
Name
|
Silvertree Partners LLP
|
2
|
Reason for notification
|
|
a.
|
Position/Status
|
PDMR
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
a.
|
Name
|
GreenRoc Mining
Plc
|
b.
|
LEI
|
213800OAVF2KQAD11380
|
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
Identification Code
|
Ordinary shares of
£0.001 each
GB00BLD3C518
|
b.
|
Nature of the
transaction
|
Subscription for Ordinary shares of
£0.001 each
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
1.80 pence
|
416,666
|
|
|
d.
|
Aggregated
information
|
N/A
|
e.
|
Date of the
transaction
|
31 May 2024
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
| |
**ENDS**
For
further information, please visit www.albamineralresources.com or
contact:
Alba Mineral Resources
plc
George Frangeskides, Executive
Chairman
|
+44 20
3950 0725
|
SPARK Advisory Partners Limited
(Nomad)
Andrew Emmott
|
+44 20
3368 3555
|
CMC Markets plc (Broker)
Thomas Smith / Douglas
Crippen
|
+44 20
3003 8632
|
Alba's
Projects & Investments
|
Projects Operated by Alba
|
Location
|
Ownership
|
Clogau (gold)
|
Wales
|
100%
|
Dolgellau Gold Exploration
(gold)
|
Wales
|
100%
|
Gwynfynydd (gold)
|
Wales
|
100%
|
Investments Held by Alba
|
Location
|
Ownership
|
GreenRoc Mining Plc
(mining)
|
Greenland
|
35.69%
|
Horse Hill (oil)
|
England
|
11.765%
|