- Proposed Acquisition and Fundraise of £1.9 Million
- Proposed Acquisition of São Gabriel Mineração Ltda.
- Change of Name to Lansdowne Resources Plc
- Placing of 1.9 billion Ordinary Shares at 0.1 Pence per Ordinary Share
- Retail Offer of up to 190 million Retail Shares at 0.1 Pence per Retail Share
- Share Consolidation
- Bonus Issue of Preference Shares carrying rights to Legal Claim
- Readmission of the Enlarged Issued Share Capital to Trading on AIM
- Publication of AIM Admission Document
- Notice of Annual General Meeting
AIM-listed Lansdowne Oil & Gas, a company currently suspended from trading on the AIM Market of the London Stock Exchange, has announced the conditional acquisition of São Gabriel Mineração Ltda. ('SGM'), a graphite project in Brazil whilst continuing diligently to progress its litigation claim under the Energy Charter Treaty ('ECT') which has now received litigation funding to pursue a minimum of US$100 million (plus interest) claim against Ireland in relation to the Barryroe project.
The Company has published its AIM Admission Document and has conditionally completed an equity fundraising of £1.9 million (before expenses) by way of a placing ( the 'Fundraising') of a total of 1,900,000,000 Placing Shares in the capital of the Company alongside a capital reorganisation.
In conjunction with the Fundraising, the Company is applying for its new ordinary shares of £0.0005 each in the capital of the Company (conditional upon shareholders approving a 5:1 share consolidation) to be readmitted to trading on AIM.
The Acquisition, Fundraising and the Readmission are conditional upon certain resolutions being passed at the Annual General Meeting of the Company to be convened for 11.00 a.m. on 26 May 2026. The Company has published a Multilateral Trading Facility admission prospectus in compliance with the requirements of the London Stock Exchange which has been issued in connection with the proposed readmission of the Company's New Ordinary Shares to trading on AIM ('AIM Admission Document'). The AIM Admission Document has not been prepared in accordance with the rules of the FCA for Admission to Trading on a Regulated Market and its contents have not been approved by the FCA. The AIM Admission Document will not be filed with or approved by the FCA or any other government or regulatory authority in the UK. The AIM Admission Document includes a notice convening the Annual General Meeting of the Company.
Highlights
- The proposed acquisition of São Gabriel Mining represents a strategic pivot into the critical minerals sector, through the 100% ownership of the Macaubas graphite project in Brazil.
- The Company will continue to pursue its ECT litigation claim of more than $100m regarding the Barryroe oil & gas project in Ireland. Shareholders on admission will be entitled to 20% of the net proceeds of any successful ECT claim.
- Fundraising to raise £1.9 million gross through the issue of 1.9 billion Fundraising Shares at 0.1 pence per Fundraising Share.
- Net proceeds of the Fundraising will allow for the advancement of Macaubas Project through an active exploration programme and provide general working capital.
- Proposed appointment of Luis Mauricio Azevedo as a director upon Readmission.
- Proposed change of name to Lansdowne Resources Plc.
- Proposed consolidation of the Company's issued share capital by 5:1.
- Bonus Issue of Preference Shares carrying rights to Legal Claim in order to ringfence the majority (approximately 80%) of any potential net award for existing shareholders and CLN holders
- Readmission to AIM is expected to occur on or around 8.00 am on 27 May 2026.
CEO Stephen Boldy commented:
'I would like to thank all of our existing shareholders for their patience whilst the shares in Lansdowne have been suspended. I would also like to welcome our proposed new shareholders as the Company embarks upon a new chapter.
We are excited by the proposed acquisition of SGM and the Macaubas project, which has yielded robust exploration results to date and is situated in a proven mining district with existing operating graphite companies, including Graphcoa and South Star. The Placing will fund the next phase of exploration at Macaubas and it was pleasing to see that the vending shareholders within SGM, have committed an additional £450,000 in the Placing to help fund this next phase.
We are delighted SGM's largest shareholder and founder, Luis Azevedo, has also agreed to join the Board subject to shareholder approval at the upcoming Annual General Meeting. Luis has extensive knowledge of Macaubas and ensures continuity of the management of the project.
Whilst suspended the Company has also diligently progressed its litigation claim under the Energy Charter Treaty ('ECT') and in December 2025 received litigation funding to pursue a minimum of US$100 million (plus interest) claim against Ireland. The Company has proposed to re-shape its capital structure, as outlined below, to ensure existing shareholders preferentially benefit from any award under the ECT claim whilst providing new shareholders with exposure to any successful litigation.
Accordingly, shareholders on readmission will have exposure to 20% of the net proceeds of any ECT claim which provides the scope to build material value alongside the new Acquisition given our market capitalisation of approximately £2.5 million upon readmission and £1.9m of gross funds raised. Finally, I would like to thank all our advisers who have worked tirelessly to bring the Reverse Take Over transaction to conclusion'.
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Source: Lansdowne Oil & Gas
