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Schedule One - Ovoca Bio Plc

In brief · summary, not quotable

Ovoca Bio Plc will be renamed Talisman Metals plc and is seeking admission to AIM on January 28, 2026, following a reverse takeover of Tadeen, which holds exploration permits for copper and silver in Morocco. The company plans to raise £1.155 million, resulting in an anticipated market capitalization of approximately £4.9 million at an issue price of 7.7 pence per share. This transaction involves the issuance of 64,174,918 ordinary shares, with 39.01% not in public hands at admission. The company's accounting reference date is December 31st, with its main financial information prepared as of June 30, 2025.

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Ovoca Bio Plc ("Ovoca") to be renamed Talisman Metals plc on Admission ("Talisman" or the "Company")

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

17 Pembroke Street Upper Dublin 2 D02 AT22 Ireland

COUNTRY OF INCORPORATION:

Ireland

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

https://www.ovocabioplc.com to be www.talismanmetalsplc.com after re-Admission

On 7 May 2025, Ovoca announced it had entered into a conditional Letter of Intent (" LOI ") to acquire 100% of Tadeen, a UK-registered company, which indirectly owns 100% of the Licences in Morocco, prospective for Copper and Silver (the " Acquisition "), through its wholly owned subsidiary, Horizons Mines SARL. Tadeen was incorporated in 2021 and since that time has sought to develop and subsequently commercialise mineral exploration and exploitation properties with strong geological potential in the promising jurisdiction of Morocco. The Company will only focus its work on 10 of the exploration permits, five comprising the Tizert Project and five making up the Argana Project , with a total combined area of 129.8km2 (together the " Exploration Permits " for the purposes of this Document). These are between 8 and 30km from the large Tizert Copper-Silver Project being developed by the Managem SA Group (Managem) the Moroccan listed Mining Group for which the Government owns a majority stake. On completion of the Transaction, various members of the senior management team of Tadeen will be integrated into the Enlarged Group. The existing Chief Executive Officer of Ovoca, Timothy McCutcheon, will serve as Chief Executive Officer of the Enlarged Group. The Transaction constitutes a reverse takeover under AIM Rule 14, requiring the approval of a majority of the Shareholders voting in person or by proxy at a general meeting On Admission, Talisman Metals plc will, through its wholly owned Bermudan subsidiary T Metals Limited, will own 100% of Tadeen (the acquisition target) which in turn holds 100% of Horizons Mines SARL who own the Exploration Permits.

Number of ordinary shares of €0.02 each ("Ordinary Shares") for which Admission is being sought: 64,174,918 The Ordinary Shares are and will remain freely transferable and have no restrictions as to transfer placed on them. The issue price: 7.7 pence (the "Issue Price"). No Shares are or will be held in treasury.

Capital to be raised on Admission: £1.155 million Anticipated market capitalisation on Admission: approximately £4.9 million (at the Issue Price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION :

39.01%

N/A

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

No

Timothy (" Tim ") Rand McCutcheon - Chief Executive Officer Leah Ellen O'Donovan - Chief Financial Officer Jonathan George Henry - Independent Non-Executive Chair Anastasia Levashova - Independent Non-Executive Director Thomas ("T om ") Alan Garagan - Independent Non-Executive Director Dr Mohammed Mouhib - Non-Executive Director

Name Number of Ordinary Shares before Admission Percentage of Existing Ordinary Shares Number of Ordinary Shares on Admission** Percentage of Enlarged Share Capital Euoclear Nominees Limited* 67,913,860 76.77% 22,637,953 35.28% Timothy McCutheon (CEO)* 19,506,203 22.05% 6,679,613 10.41% Picko Trading Co Limited 10,002,077 11.31% 3,334,026 5.20% National Settlement Depository* 9,893,214 11.18% 3,297,738 5.14% Investor Services Nominees Limited* 4,158,532 4.70% 1,386,177 2.16% Cambrian Limited - - 6,252,049 9.74% Charterhouse Trustees Limited - - 6,252,049 9.74% Aya Silver & Gold Inc. - - 3,000,000 4.67% Zakariae Mouhib - - 2,925,610 4.56% Mohamed Baoutoul - - 2,925,610 4.56% * All of these shares are held through Euroclear Nominees Limited ** Following a 3:1 share consolidation

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

None

  • 31 December (ii) 30 June 2025 (iii) As follows: - 30 June 2026 (audited accounts for the year ended 31 December 2025) - 30 September 2026 (unaudited interim financial statements for 6 months ended 30 June 2026) - 30 June 2027 (audited accounts for the year ended 31 December 2026)

EXPECTED ADMISSION DATE:

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited 5-10 Bolton Street London W1J 8BA

NAME AND ADDRESS OF BROKER:

CMC Markets UK plc 133 Houndsditch London EC3A 7BX

The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available from the Company's website: https://www.ovocabioplc.com to be www.talismanmetalsplc.com after re-Admission

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Code

DATE OF NOTIFICATION:

NEW/ UPDATE:

New

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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