Tectonic Gold Plc - Result of AGM
PR Newswire
LONDON, United Kingdom, May 12
Tectonic Gold PLC
("Tectonic" or the "Company")
Result of AGM,
Completion of the Acquisition of Godolphin Exploration limited
Change of Name,
Share Consolidation
and
Board Changes
The Board of Tectonic is pleased to announce that all resolutions set out in the Notice of Annual General Meeting ("AGM") dated 11 April 2025 were duly approved and passed by shareholders by way of poll at the Company's AGM held at 8.00 a.m. (UK time) earlier today at Level 3. 66 Hunter Street. Sydney. 2000. NSW. Australia.
Completion of Acquisition of Godolphin Exploration Limited ("the Acquisition")
Independent shareholders approved the Rule 9 waiver granted by the Panel on Takeovers and Mergers at the AGM enabling the Acquisition of Godolphin Exploration Limited ("Godolphin") to complete. The consideration for the Acquisition amounts to c.£3.66 million, which will be satisfied by the issue of 1,832,127,500 New Ordinary Shares to Godolphin Shareholders.
Debt to Equity Conversion
The current Directors of the Company have converted deferred Director fees and salaries into 100,000,000 New Ordinary Shares (the "Debt to Equity Conversion").
Share Consolidation
As a result of the New Ordinary Shares issued for the Acquisition, the Debt to Equity Conversion and the issue of 9 further New Ordinary Shares, the Company's share capital, prior to the planned share consolidation (outlined below) has increased to 2,889,316,100 ordinary shares of 0.01 pence each.
As a result of Resolution 9 having been passed at the AGM, shareholders have approved the share consolidation and every 20 existing ordinary shares of 0.01 pence each ("Existing Ordinary Shares") at the Record Date of 6.00 pm on 12 May 2025 will be consolidated into one new consolidated ordinary share of 0.2 pence each (the "Consolidated Shares") (the "Share Consolidation"). Therefore the 2,889,316,100 Existing Ordinary Shares will be consolidated into 144,465,805 Consolidated Shares.
Application has been made to the Aquis Growth Market for the 144,465,805 Consolidated Shares to be admitted to trading on Aquis. It is expected that the Consolidated Shares will be credited in CREST and trading on Aquis will commence at 8:00 am tomorrow, Tuesday 13 May 2025 under new SEDOL code BTXXYC8 and new ISIN code GB00BTXXYC84
The above figure (144,465,805) may be used by Shareholders as the denominator for calculations 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 and Transparency Rules.
Major Shareholders
Set out below is a table of disclosable shareholding in the Company:
Name | Number of Consolidated Shares in the Company | % of holdings in the Company |
Directors: |
|
|
Mark Thompson | 17,500,000 | 12.11% |
Brett Boynton | 8,617,993 | 5.97% |
Sam Quinn | 252,613 | 0.17% |
|
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Others: |
|
|
Henry Maxey | 18,359,375 | 12.71% |
David Lilley | 17,500,000 | 12.11% |
Godolphin Minerals Ltd | 5,672,000 | 3.93% |
|
|
|
The Company has 69,073,855 shares in public hands amounting to approximately 52.19% of the Company's issued share capital.
Concert Party
Set out below is a table detailing the shareholdings of the Concert Party:
Name | Number of Consolidated Shares in the Company | % of holdings in the Company |
Henry Maxey | 18,359,375 | 12.71% |
David Lilley | 17,500,000 | 12.11% |
Mark Thompson | 17,500,000 | 12.11% |
Godolphin Minerals Ltd | 5,672,000 | 3.93% |
Andrew Dacey | 3,825,000 | 2.65% |
VSA Capital | 4,084,091 | 2.83% |
Andrew Monk | 2,773,626 | 1.92% |
Joel Parsons | 312,500 | 0.22% |
Gavin Casey | 610,795 | 0.42% |
Andrew Raca | 275,568 | 0.19% |
Total | 144,465,805 | 49.09% |
Change of Name
The name of the Company has been changed to Tamar Minerals plc (TIDM: TMR) with immediate effect.
Shareholders who have opted to receive share certificates under the name Tamar Minerals plc are expected to receive them by 28 May 2025.
Corporate Strategy
The Company will continue to progress its joint venture in respect of Specimen Hill and expects to announce further progress following drilling results in the future. In the meantime the Company's principal efforts will be focused on making progress in respect of its tin and copper exploration assets in Devon and Cornwall.
The Company also intends to continue to execute on its acquisition strategy. The Company intends to continue selectively pursuing strategic acquisitions that it believes can be effectively integrated with its properties or overall strategic vision although no further acquisition opportunities are currently under consideration. The Company believes that its management's past experience in mergers and acquisitions and other critical areas provides the Company with the necessary skills and experience to effectively identify and evaluate opportunities. All potential future mergers and acquisitions, joint ventures and partnerships will be subject to satisfactory completion of comprehensive due diligence by the Company.
Board Changes
Mark Thompson has been appointed to the Board as the Chief Executive Officer with immediate effect.
Mark is a highly experienced trader in metal derivatives and physical commodities, mining investor and entrepreneur. He has founded (and listed) several mineral exploration companies in the natural resources sector and he has also acted as an expert witness in high-profile metals and mining related commercial disputes.
He is the former Chief Investment Officer and co-founder of Galena Asset Management Ltd, the fund management arm of Trafigura, and then latterly a partner at Apollo Management, one of the world's largest alternative asset managers.
He holds a B.A. in Physics from Oxford University, is married with two children and lives just outside London.
Disclosures required pursuant to Rule 4.9 of the Aquis Growth Market Access Rulebook
Mark Thompson has the following current and previous directorships, over the last five years, to declare.
Current directorships | Former directorships, within the last five years |
VSA Capital Group plc | First Tin plc (resigned on 24 March 2022) |
MET Trading Limited | Treliver Minerals Trustees Limited (dissolved on 26 October 2021) |
Stannum Resources Limited | Meridian Mining S.E.(resigned on 28 March 2023) |
Godolphin Minerals Limited | Aggregates West Limited (resigned on 16 May 2023) |
Godolphin Mining (UK) Limited | Tungsten West Services (resigned on 16 May 2023) |
Godolphin Exploration Limited | Drakelands Restoration Limited (resigned on 16 May 2023) |
Romcem Limited | Tungsten West plc (resigned on 16 May 2023) |
Newhenge Limited |
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Cayenne Copper Limited |
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Cayenne Copper (Malaysia) sdn bhd |
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Resolute 1850 |
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There are no further disclosures to be made in respect of Mark Thompson under Rule 4.9.
Brett Boynton will become Non-Executive Chairman and Sam Quinn will remain as a Non-Executive Director and Company Secretary.
Bruce Fulton has stepped down as chairman and Jonathan Robbeson has resigned from the Board. The Company would like to express our thanks to them for the contribution they have made to the Company over many years.
The Directors of the Company accept responsibility for the contents of this announcement. For further information, please contact:
Tamar Minerals plc +44 20 3005 5000
Mark Thompson (Chief Executive)
Aquis Corporate Adviser and Broker
VSA Capital Limited +44 20 3005 5000
Andrew Raca/Dylan Sadie (Corporate Finance)
Andrew Monk (Corporate Broking)
Financial Adviser
Orana Corporate LLP +44 203 475 6834
Sarah Cope
