Announcement PDF 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 Alba Michael Nott George Frangeskides* Mark Austin** Sub-Total GROC Directors and PDMRS Stefan Bernstein Lars Brünner Andrew Panteli Silvertree Partners LLP*** Sub-Total Grand Total Subscription (£) 70,000.02 4,999.99 9,499.99 5,249.99 89,749.99 Shares Allotted 3,888,890 277,777 527,777 291,666 4,986,110 5,249.99 2,250.00 5,249.99 7,499.99 20,249.97 109,999.96 291,666 125,000 291,666 416,666 1,124,998 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 George Frangeskides Stefan Bernstein Mark Austin Mark Rachovides Lars Brünner Andrew Panteli Silvertree Partners LLP* Interest in Shares prior to the Subscription 400,001 1,420,000 280,000 125,000 - Number of Subscription Shares subscribed for 527,777 291,666 291,666 125,000 291,666 Interest in Shares following completion of the Subscription 927,778 1,711,666 291,666 280,000 250,000 291,666 % of Enlarged Share Capital - 416,666 416,666- 0.22% 0.49% 0.91% 0.16% 0.15% 0.13% 0.16% *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 abovenamed 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 2 a. b. 3 Mr Stefan Bernstein Reason for notification Position/Status Initial notification/ Amendment Director Initial notification 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 Description of the financial instrument, a. type of instrument Identification Code b. c. Ordinary shares of £0.001 each Nature of the transaction Price(s) and volume(s) GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) Volume(s) 1.80 pence 291,666 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 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 2 a. b. 3 Mr George Frangeskides Reason for notification Position/Status Initial notification/ Amendment Director Initial notification 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 Description of the financial instrument, a. Identification Code b. c. Ordinary shares of £0.001 each type of instrument Nature of the transaction Price(s) and volume(s) GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) Volume(s) 1.80 pence 527,777 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 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 2 a. b. 3 Mr Lars Brünner Reason for notification Position/Status Initial notification/ Amendment Director Initial notification 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 Description of the financial instrument, a. Identification Code b. c. Ordinary shares of £0.001 each type of instrument Nature of the transaction Price(s) and volume(s) GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) Volume(s) 1.80 pence 125,000 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 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 2 a. b. 3 Mr Mark Austin Reason for notification Position/Status Initial notification/ Amendment Director Initial notification 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 Description of the financial instrument, a. Identification Code b. c. Ordinary shares of £0.001 each type of instrument Nature of the transaction Price(s) and volume(s) GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) Volume(s) 1.80 pence 291,666 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 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 2 a. b. 3 Mr Andrew Panteli Reason for notification Position/Status Initial notification/ Amendment Director Initial notification 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 Description of the financial instrument, a. Identification Code b. c. Ordinary shares of £0.001 each type of instrument Nature of the transaction Price(s) and volume(s) GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) Volume(s) 1.80 pence 291,666 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 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 2 a. b. 3 Silvertree Partners LLP Reason for notification Position/Status Initial notification/ Amendment PDMR Initial notification 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 Description of the financial instrument, a. Identification Code b. c. Ordinary shares of £0.001 each type of instrument Nature of the transaction GB00BLD3C518 Subscription for Ordinary shares of £0.001 each Price(s) and volume(s) Price(s) Volume(s) 1.80 pence 416,666 Aggregated information N/A d. e. f. Date of the transaction 31 May 2024 Place of the transaction London, UK **ENDS** For further information, please visit www.albamineralresources.com or contact: Alba Mineral Resources plc +44 20 3950 0725 George Frangeskides, Executive Chairman SPARK Advisory Partners Limited (Nomad) +44 20 3368 3555 Andrew Emmott CMC Markets plc (Broker) +44 20 3003 8632 Thomas Smith / Douglas Crippen Alba's Projects & Investments Projects Operated by Alba Clogau (gold) Location Ownership Wales 100% Dolgellau Gold Exploration (gold) Wales 100% Gwynfynydd (gold) Wales 100% Location Ownership GreenRoc Mining Plc (mining) Greenland 35.69% Horse Hill (oil) England 11.765% Investments Held by Alba This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. 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