Schedule One - Talon Resources plc
Talon Resources plc is transitioning from the Main Market of the London Stock Exchange to AIM, with an expected admission date of June 23, 2026. The company is acquiring 90% of Wedgetail Mining Corp for £4.17 million, comprising £4 million in new ordinary shares and £170,000 in cash, to secure the Eagle Lake Project in Ontario, Canada. This acquisition is supported by a conditional £2 million fundraise at 1.25 pence per share, which will cover part of the acquisition cost, initial exploration, and working capital. The anticipated market capitalization on admission is approximately £7.1 million, with roughly 69% of AIM securities not in public hands.
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Eccleston Yards, 25 Eccleston Place, London, England, SW1W 9NF
COUNTRY OF INCORPORATION:
England & Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
The Company is currently admitted to trading on the Main Market of the London Stock Exchange. The Company was established as a shell company, originally with the intention to undertake one or more acquisitions in the life sciences sector, which was later changed in 2023 to a strategy to identify and acquire value-accretive opportunities in the natural resources sector, with a particular focus on precious metals projects. Trading in the Company's ordinary shares was suspended on 19 December 2025 pending the Company's publication of an AIM admission document in relation to the Acquisition (as defined below) and admission to trading on AIM ("Admission"). Subject to and on Admission, the Company will have acquired 90 per cent. of Wedgetail Mining Corp ("Wedgetail"). The Company has conditionally agreed to acquire 90 per cent. of Wedgetail, a private Canadian company that holds 100 per cent. of a total of 95 contiguous single-cell mining claims in the Kenora Mining Division in Ontario, Canada, with a total surface area of approximately 1,985.88 hectares (the "Acquisition"), known as the Eagle Lake Project (the "Project"). 90 per cent. of Wedgetail will be acquired from Ulvestone Limited ("Ulvestone"), a company incorporated in the British Virgin Islands on 11 June 2025 under BVI company number 2179010. It is intended that at the same time, Gunsynd plc, an AIM quoted company, will acquire the remaining 10 per cent. of Wedgetail from Ulvestone. The consideration payable by the Company for 90 per cent. of Wedgetail is expected to be £4.17 million which will be satisfied through the issue of £4 million of new ordinary shares in the Company at the Fundraise Price (defined below) on Admission and a cash payment of £170,000, £70,000 of which is payable on signing the related sale and purchase agreement and the balance of £100,000 to be paid on Admission. In connection with the Acquisition and Admission, the Company has conditionally raised approximately £2 million (before expenses) through a placing and subscription of new Ordinary Shares at the Fundraise Price. The net proceeds will be used to fund the £100,000 cash balance of the consideration payable on Admission, the initial exploration programme at the Project and the Enlarged Group's general working capital requirements. Following completion of the Acquisition, the corporate structure will comprise the following on Admission: - Talon Resources plc - the AIM-quoted parent and strategic decision-making entity, headquartered in London; and - Wedgetail Mining Corp - the Canadian vehicle that will own the Eagle Lake mining claims. The Company's strategy is to acquire or invest in mineral targets or resources and progress them towards production. This includes finalising the Acquisition and using the proceeds of the fundraise to fund the development of the Project.
Number of ordinary shares on Admission: 569,289,670 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") Issue price ("Fundraising Price") per Ordinary Share: 1.25p Each Ordinary Share carries one vote and the right to dividends. There are no restrictions as to the transfer of the Ordinary Shares. No Ordinary Shares will be held as treasury shares on Admission.
Capital to be raised on Admission: approximately £2m (before expenses) via a placing and subscription Anticipated market capitalisation on Admission: approximately £7.1m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION :
Approximately 69%* *based on a placing and subscription of £2m
The Company's Ordinary Shares are currently admitted to trading on the Main Market of the London Stock Exchange and to listing on the equity shares (shell companies) category of the FCA. This admission to trading will be cancelled on Admission to AIM.
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
N
Current Directors : - Sarah Cope - Non-Executive Director - Charles (" Charlie ") Ainslie Wood - Executive Director - Marcus Yeoman - Non-Executive Chairman Proposed Directors: - Alexander (" Alex ") James Harwood King - Chief Executive Officer - Benjamin (" Ben ") James Hodges - Chief Financial Officer - Robert (" Bert ") John Ewart Monro - Non-Executive Director - Kiran Caldas Morzaria - Non-Executive Director Sarah Cope and Charlie Wood will step down from the Board on Admission.
As at the Latest Practicable Date On Admission Name Number of Existing Ordinary Shares Percentage of the Existing Ordinary Shares Number of Ordinary Shares Percentage of the Enlarged Share Capital Kipling House Holding/Investments Ltd 3,347,538 15.13% 3,347,538 0.59% Sebastian Marr 2,634,069 11.90% 10,634,069 1.87% Alan Mcleish 2,427,038 10.97% 2,427,038 0.43% James Sheehan 1,558,000 7.04% 1,558,000 0.27% Clive Roberts 1,040,076 4.70% 1,040,076 0.18% Orana Corporate LLP 902,000 4.08% 11,145,972 1.96% Ulvestone Ltd - - 214,000,000 37.59% Manumit Capital GP I Ltd - - 56,000,000 9.84% Daniel Betts - - 55,229,315 9.70% Metals One plc - - 35,687,945 6.27%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
- 31 December (ii) audited final results to 31 December 2025 (iii) 30 September 2026, 30 June 2027, 30 September 2027
EXPECTED ADMISSION DATE:
NAME AND ADDRESS OF NOMINATED ADVISER:
Cairn Financial Advisers LLP 9 th Floor, 107 Cheapside, London, EC2V 6DN United Kingdom
NAME AND ADDRESS OF BROKER:
Bowsprit Partners Limited Birchin Court, 20 Birchin Lane Bank, London EC3V 9DU
A copy of the Admission Document will contain full details about the applicant and the admission of its securities, and will be available from the Company's website at: https://www.talonresourcesplc.com/
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
NEW/ UPDATE:
New
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