ORM.L Regulatory News (ORM)

27 July 2023

Ormonde Mining plc

(Ormonde or the Company)

Proposed Cancellation of Admission to Trading on AIM and Euronext Growth

As stated in the announcement of the Company's proposed investment in TRU Precious Metals Corp (TRU) on 30 June 2023, the Board of Ormonde proposes to seek Shareholder approval to cancel the admission of the Company's ordinary shares (the Ordinary Shares) to trading on AIM and Euronext Growth (the Cancellation). The Company will be posting a circular to shareholders next week in connection with the proposed Cancellation (the Circular).

The Circular will set out the background to and reasons for the Cancellation and additional information on the implications of the Cancellation for the Company and its Shareholders.

Cancellation of Admission

Reasons for the proposed Cancellation

Ormonde proposes to invest CAD$3 million in TRU (the Investment) in return for a 36.2% interest in its current issued share capital. This amounts to 80% of Ormonde's available current cash resources. Subject to the exercise of the warrants Ormonde has the opportunity to invest a further $2.25million in TRU to increase its interest in the issued share capital of TRU to 46%.

Post completion of the Investment in TRU the Company's other investments will be:

· Investment in Peak Nickel Ltd (cost £512,500)

· Deferred consideration receivable from sale of La Zarza property (€1.5million)

· Interests in Spanish licenses (currently lapsed, in course of renewal) (Book asset value of €157,000)

TRU is listed on the TSX-V in Canada and it is intended that post completion of the Investment a substantial element of the strategic focus of Ormonde's exploration activity will be in TRU's future activity. Taking all this into account the Board, in determining the future trajectory and strategic focus of activity of the enlarged Group and the most appropriate market for listing, has given consideration to the following factors:

i. A substantial proportion of the Company's activities will comprise the exploration activity undertaken through TRU, which is located in Newfoundland, Canada, a region which is experiencing vibrant exploration and mining M&A activity;

ii. Should the Investment be approved, Ormonde will be the largest shareholder in TRU. Under TSX-V Rules, it will be designated as having a Controlling Interest in TRU, and shall be entitled, under the provisions of the Subscription Agreement, to appoint a majority of the board of TRU.  The existing TRU management team has considerable experience in mining M&A activity, while the Ormonde technical team has extensive experience in geological and mining activity, the combination of which will be brought to bear on TRU's future development;

iii. TRU has a listing on the TSX-V, a Canadian market which is considered by the Board to be more appropriate for the raising of capital for activity in the region and the market in which the TRU team operate; and

iv. The investment in TRU constitutes a Reverse Takeover under AIM and Euronext Growth Rules. To retain the listings on AIM and Euronext Growth, Ormonde would have been required to publish an admission document for the enlarged group which would have incurred significant time and expense. The Board determined that the scale of the Company's activities does not justify the significant cost burden that an admission document for AIM and Euronext Growth would require.

This decision also enables the Investment in TRU to proceed within the time available to execute the transaction.

On the basis of consideration of all of the factors the Board has concluded that it is most appropriate to cancel the listing on AIM and Euronext Growth and to pursue alternative measures to provide liquidity for Ormonde Shareholders in the medium term.

Effects of the Cancellation

In the event that the Cancellation Resolution is passed and the Admission of the Company's Ordinary Shares to trading on AIM and Euronext Growth is cancelled, Shareholders will no longer be able to buy and sell Ordinary Shares in the Company through AIM or Euronext Growth. Accordingly, the Company would no longer be subject to the rules and corporate governance requirements to which companies admitted to trading on AIM and Euronext Growth are subject (and accordingly shareholders will no longer be afforded the protections given by the AIM Rules or the Euronext Growth Rules). Davy will cease to be the Company's nominated adviser and broker. There will be no formal market for shareholders to effect transactions in the Company's shares following Cancellation unless an alternative trading facility is put in place.

Alternative trading facility

The Board, in considering the Investment, was mindful of providing Shareholders with a mechanism or alternative arrangement for trading the Ordinary Shares.

Accordingly, the Board is actively pursuing the introduction of the Ordinary Shares of the Company to an alternative share exchange. In this regard the Company intends to apply to have its Ordinary Shares traded on the AQSE Growth Market, a Recognised Growth Market, based in London, subject to approval by AQSE Regulation. In the event that the Company's shares are admitted to trading on the AQSE, the Company will be subject to the regulations and corporate governance of the AQSE Exchange.

The Board believes that this initiative would result in significant ongoing cost savings when compared to maintaining the Company's listings on AIM and Euronext Growth, while providing Shareholders with a platform for trading in the Ordinary Shares.

In the event that the Cancellation is approved, and whether or not the application for admission to the AQSE Growth Market is successful, the Board will continue to maintain the highest standards of corporate governance, integrity and social responsibility, and disclosure. The Company at present applies the Quoted Companies Alliance (QCA) Corporate Governance Code, to the extent applicable to a company of its size, and shall continue to do so, while continuing to publish its interim and final results and regular announcements to keep Shareholders fully appraised of the information available.

Cancellation Process

In accordance with the AIM Rules and the Euronext Growth Rules, the Company has notified the London Stock Exchange plc and Euronext of the proposed Cancellation. 

Pursuant to the AIM Rules and the Euronext Growth Rules, the Cancellation can only be effected by the Company after securing the resolutions of shareholders in a general meeting passed by a requisite majority, being not less than 75 per cent of the votes cast (in person or by proxy) by shareholders (the Resolutions). 

Under the AIM Rules and Euronext Growth Rules, the Cancellation can only take place after the expiry of a period of twenty Business Days from the date on which notice of the Cancellation is given. In addition, a period of at least five Business Days following the shareholder approval of the Cancellation is required before the Cancellation may be put into effect. Accordingly, if the Resolutions to cancel the Admission is approved, the Cancellation will become effective at 7.00 a.m. on 5 September 2023.

Should the Cancellation Resolutions not be passed by Shareholders then the resolution authorising completion of the Investment will not proceed.

Ormonde became a cash shell company following the sale of its La Zarza asset last year. In the absence of the Investment proceeding, or an alternative transaction that would constitute a Reverse Takeover under the AIM Rules and the Euronext Growth Rules being executed prior to 4 October 2023, the AIM and Euronext Growth listings will be cancelled on that date.

Extraordinary General Meeting

The Circular which will be posted to Shareholders next week, will include a copy of the notice convening the Extraordinary General Meeting to be held at the Maldron Hotel, located at Bellevue Ave, Merrion Road, Dublin, D04 K5C2, Republic of Ireland at 11.30 a.m. on 25 August 2023 at which, inter alia, the Cancellation Resolution will be proposed.

The Directors of the Company are responsible for the release of this announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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