Placing and Issue of Equity

Sunrise Resources Plc

13 April 2026

 

 13 April 2026

SUNRISE RESOURCES PLC

("Sunrise" or the "Company")

Placing to Raise £225,000

Director/PDMR Holdings

Issue of Equity and TVR

Sunrise Resources plc (AIM: SRES), wishes to announce that it has conditionally raised £225,000 before expenses ("the Placing") through the issue of 900,000,000 new Ordinary Shares of 0.001p each (the "Placing Shares") at the price of 0.025 pence per Placing Share (the "Placing Price"). The Placing Price is equal to the market closing bid price of the Company's Ordinary Shares on 10 April 2026 (being the latest practicable date prior to this announcement). The Placing was arranged through the Company's broker, AlbR Capital Limited ("AlbR").

The Board values its retail investor base and is also conscious of the need to provide existing shareholders with the opportunity to participate in any capital raise being undertaken by the Company, where practically and commercially feasible. With this in mind, should any existing shareholder wish to subscribe for new Ordinary shares on the same terms as the Placing, they should contact the Company before 2.00pm on Wednesday 15 April 2026 at Tel: [phone], or by email to: [e-mail]. If there is sufficient additional demand, the Company will consider, but is not obligated, to initiate a retail offer of new Ordinary Shares on the same terms as the Placing through a shareholder retail access platform.

The Placing

Mr Patrick Cheetham, Executive Chairman of the Company, and Mr Adam Hainsworth, a non-executive director of the Company, have each subscribed £50,000 for 200,000,000 Placing Shares as part of the Placing at the Placing Price. Mr Cheetham's and Mr Hainsworth's participation in the Placing constitute related party transactions under AIM Rule 13. The independent director of the Company (being Mr James Cole), having consulted with Beaumont Cornish Limited, the Company's nominated adviser, considers that the terms of their participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Additional Shares

The Company also proposes to issue 468,860,760 new Ordinary Shares at the Placing Price (the "Additional Shares") to settle a number of longer term creditors. This includes 96,256,760 new Ordinary Shares to be issued to past and present directors in settlement of a portion of fees owing for the periods November 2023 to March 2024 and April 2025 to December 2025. The issue of shares to settle Directors fees is proposed pursuant to terms first agreed on 20 August 2008, and in order for the Company to preserve cash for its project activities. It also includes 336,604,000 new Ordinary Shares being issued to Tertiary Minerals plc ("Tertiary") in partial settlement of invoices issued by Tertiary to the Company in respect of management fees. Tertiary provides management services to the Company at cost. Mr Cheetham is also Chairman of Tertiary Minerals plc. Following Admission, Tertiary will hold 358,558,787 Ordinary Shares or 3.91% of the enlarged issued share capital.

The following table shows the number of new Ordinary Shares issued to the current directors and their total beneficial holding in the Company following Admission of the Placing Shares and the Additional Shares.

Director	Number of Placing and Additional Shares	Total interest in Ordinary Shares Following Admission	% of Company's issued share capital following Admission
Patrick Cheetham	207,233,600	892,995,526	9.73%
James Cole	66,566,400	139,100,264	1.52%
Adam Hainsworth	206,457,560	532,195,932	5.80%

Broker Warrants

Under the terms of its engagement dated 1 October 2025, AlbR will be issued with 25,000,000 warrants in connection with the Placing, each warrant entitling the holder to apply for one new Ordinary Share at the Placing Price at any time within 12 months from the date of Admission.

Use of Proceeds

The net funds raised will be applied to general working capital and to support the Company's plans for advancement of the Company's mineral projects.

Admission

The issue of the Placing Shares and the Additional Shares is conditional only on Admission. Application is being made for the Placing Shares and the Additional Shares, which will rank pari passu with all existing ordinary shares, to be admitted to trading on AIM and Admission is expected to occur on or around 17 April 2026.

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Board of Sunrise hereby notifies the market that further to Admission of the Placing Shares, and the Additional Shares the Company's issued share capital will consist of 9,181,262,596 Ordinary Shares with a nominal value of 0.001p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 9,181,262,596. This figure may be used by shareholders in the Company as denominator for the calculations by which they may 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 and Transparency Rules.

Further information:

Sunrise Resources plc Patrick Cheetham, Executive Chairman	Tel: [phone]
Beaumont Cornish Limited Nominated Adviser James Biddle/Roland Cornish	Tel: [phone]
AlbR Capital Limited Broker Lucy Williams/Duncan Vasey	Tel: [phone]

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.

1	Details  of  the  person   discharging  managerial   responsibilities I person closely associated
a)	Name	Patrick Cheetham
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details  of  the  issuer,  emission  allowance  market   participant, auction  platform, auctioneer or auction monitor
a)	Name	Sunrise Resources plc
b)	LEI	213800MGDOE974QHPZ44
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	Ordinary Shares of 0.001 pence each
	Identification code	GB00B075Z681
b)	Nature of the transaction	Subscription for shares in Placing and issue of shares  in part settlement of fees.
c)	Price(s) and volume(s)	1. Participation in Placing Price(s) Volume 0.025 pence 200,000,000  2. Issue of fee shares Price(s) Volume 0.025 pence 7,233,600
d)	Aggregated information - Aggregated volume  - Price	Price(s) Volume 0.025 pence 207,233,600 N/A (Single transaction)
e)	Date of the transaction	13 April 2026  07:00 GMT
f)	Place of the transaction	Outside a trading venue (XOFF)

1	Details  of  the  person   discharging  managerial   responsibilities I person closely associated
a)	Name	Adam Hainsworth
2	Reason for the notification
a)	Position/status	Non-executive Director
b)	Initial notification /Amendment	Initial notification
3	Details  of  the  issuer,  emission  allowance  market   participant, auction  platform, auctioneer or auction monitor
a)	Name	Sunrise Resources plc
b)	LEI	213800MGDOE974QHPZ44
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	Ordinary Shares of 0.001 pence each
	Identification code	GB00B075Z681
b)	Nature of the transaction	Subscription for shares in Placing and issue of shares  in part settlement of fees.
c)	Price(s) and volume(s)	1. Participation in Placing Price(s) Volume 0.025 pence 200,000,000  2. Issue of fee shares Price(s) Volume 0.025 pence 6,457,560
d)	Aggregated information - Aggregated volume  - Price	Price(s) Volume 0.025 pence 206,457,560
e)	Date of the transaction	13 April 2026  07:00 GMT
f)	Place of the transaction	Outside a trading venue (XOFF)

1	Details  of  the  person   discharging  managerial   responsibilities I person closely associated
a)	Name	James Cole
2	Reason for the notification
a)	Position/status	Non-executive Director
b)	Initial notification /Amendment	Initial notification
3	Details  of  the  issuer,  emission  allowance  market   participant, auction  platform, auctioneer or auction monitor
a)	Name	Sunrise Resources plc
b)	LEI	213800MGDOE974QHPZ44
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	Ordinary Shares of 0.001 pence each
	Identification code	GB00B075Z681
b)	Nature of the transaction	Issue of shares in part settlement of fees.
c)	Price(s) and volume(s)	Issue of fee shares Price(s) Volume 0.025 pence 66,566,400
d)	Aggregated information - Aggregated volume  - Price	Price(s) Volume 0.025 pence 66,566,400
e)	Date of the transaction	13 April 2026  07:00 GMT
f)	Place of the transaction	Outside a trading venue (XOFF)

 

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