Schedule 1 - Lansdowne Oil and Gas Plc

AIM

01 May 2026

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Lansdowne Oil and Gas plc (to be renamed Lansdowne Resources Plc) ("Lansdowne Resources" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Company Registered Office Address: C/O Pinsent Masons LLP 30 Crown Place London EC2A 4ES United Kingdom

COUNTRY OF INCORPORATION:

United Kingdom (England and Wales)

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.lansdowneresources.com On the Company's admission to AIM ("Admission"), the above website address will contain all information required by AIM Rule 26.

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Lansdowne Resources is a mineral exploration and development company focused on identifying, acquiring, and advancing high-quality mineral assets. The Company's principal asset is São Gabriel Mineração Ltda ("Sao Gabriel Mining") in Brazil, which provides exposure to critical minerals with significant exploration and resource growth potential. Following the reverse takeover of Lansdowne Oil & Gas plc, the enlarged entity will be renamed Lansdowne Resources and will operate primarily in Brazil, leveraging technical expertise and local operational presence to develop and expand its mining portfolio. The Company's strategy is to build value through exploration, evaluation, and, where appropriate, development of mineral assets. Lansdowne Resources aims to advance the Sao Gabriel Mining project through geological assessment, drilling, and resource definition, alongside evaluating additional complementary acquisitions and strategic opportunities within the natural resources sector. The business model emphasizes disciplined capital allocation and value creation for shareholders. The Company's operations are structured to benefit from Brazil's established mining regulatory framework, with a focus on sustainable and responsible resource development. Lansdowne Resources intends to adopt international best practices in environmental, social, and governance (ESG) matters, ensuring long-term operational and community alignment. Admission to trading of the enlarged entity's shares on AIM is sought as a result of a reverse takeover under AIM Rule 14, with the acquisition of Sao Gabriel Mining constituting a fundamental change to the Company's business. Completion of the reverse takeover is subject to customary conditions, including shareholder approval and publication of an AIM Admission Document.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 0.05p each in the Company ("Ordinary Shares") to be admitted: 2,539,723,667 Issue Price: 0.1p No Ordinary Shares are held in treasury There are no restrictions as to the transferability of the Ordinary Shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £1.9m Anticipated market capitalisation of the Company on Admission: £2.5m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The anticipated proportion of Ordinary Shares not in public hands on Admission is approximately 14.7 per cent.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

N

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

No application to any other Exchange or Trading Platform will be made.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors: Stephen Adrian Renwick Boldy - Chief Executive Officer Jeffrey David Auld - Independent Non-executive Chairman John Daniel Henry McKeown - Independent Non-executive Director Proposed Directors: Luis Mauricio Azevedo - Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder Pre-admission holding (%) Post-admission holding (%) Lampe Conway & Co. Ltd/LC Capital Master Fund Limited 12.29 - Spreadex Ltd 10.47 13.0 Brandon Hill Capital 7.22 - Cantor Fitzgerald Europe 4.67 - Brian McMaster 4.02 9.0 Oliver Stansfield 3.95 9.0 Mark Ward 3.58 - Luis Azevedo - 9.2 Sebastian Marr - 6.2 CPS Capital - 4.9 Sanderson Capital Partners Limited - 3.9

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 December (ii)        30 June 2025 (Unaudited interim results) (iii)       30 June 2026 (Audited annual results for the full year ending 31 December 2025) 30 September 2026 (Unaudited interim results for the six months ended 30 June 2026) 30 June 2027 (Audited annual results for the full year ending 31 December 2026)

EXPECTED ADMISSION DATE:

27 May 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP

NAME AND ADDRESS OF BROKERS:

SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP Tavira Financial Limited 13th Floor 88 Wood Street London EC2V 7DA

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which contains full details about the applicant and the admission of its securities, is available on the Company's website.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

1 May 2026

NEW/ UPDATE:

New

 

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