Alba Mineral Resrcs. - AGM, GROC Subscription and Director Dealings

RNS Number : 7042Q

Alba Mineral Resources PLC

31 May 2024

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%

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