14 December 2023
Unicorn Mineral Resources Plc
(“Unicorn” or the “Company”)
Appointment of Jason Brewer as an Executive Director (“Appointment”)
Subscription to raise c£573,000 (“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 c£573,000 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 plcShuka Minerals plcNeo Energy Metals plcMayflower Strategic Minerals LimitedMayflower Children’s FoundationMayflower Energy Metals Limited | Terra Rara UK LimitedMayflower Copper Investments Limited |
| Kenya | |
| Gathoni Muchai Investments Limited501 Capital LimitedMuchai Mining Kenya Limited | Kilimapesa Gold LimitedGreat Lakes Graphite Limited |
| South Africa | |
| Neo Uranium Resources South Africa Pty LimitedMarula Lithium Mining South Africa Pty LimitedSouthern African Lithium and Tantalum Pty Limited | |
| Australia | |
| Vector Resources LtdMetalsearch LimitedForce Commodities LimitedTao Commodities LimitedGlobal Oil and Gas LimitedWinmar Resources LimitedMount Adrah Gold LimitedBaraka Minerals Pty LtdGold Fleet Enterprises Pty LtdSugecResources Proprietary LimitedAfrican 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 Price | Vesting Criteria |
| 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 c£573,000 gross through:
(i) the issue of 5,657,477 new ordinary shares each of €0.01 (“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 £233,456 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 | £7,376 |
| Paddy Doherty | 147,925 | £6,104 |
| Antony Legge | 115,074 | £4,748 |
| John O’Connor | 278,212 | £11,480 |
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 £150,000 for 1,481,250 new Shares and £61,125 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 £2,037 of CLN.
The c£573,000 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 £45,000 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 issued share capital | Options | CLN |
| Paddy Doherty 1 | 3,509,675 | 10.1 | 0 | £67,229 |
| Jason Brewer 2 | 49,375 | 0.1 | 1,742,747 | £2,037 |
| John O’Connor | 528,212 | 1.5 | 600,000 | £11,480 |
| Dave Blaney | 548,766 | 1.6 | 900,000 | £7,376 |
| Antony Legge | 115,074 | 0.3 | 100,000 | £4,748 |
| 4,751,102 | 13.6 | 3,342,747 | £92,870 |
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