REG - Alba Mineral Resrcs. - Notice of General Meeting

Alba Mineral ResourcesAnnouncement

22/01/2026 07:00

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RNS Number : 8546P  Alba Mineral Resources PLC  22 January 2026

Alba Mineral Resources Plc / EPIC: ALBA / Market: AIM / Sector: Mining

22 January 2026

Alba Mineral Resources Plc

("Alba" or the "Company") 

 

Notice of General Meeting

Alba Mineral Resources plc (AIM: ALBA), the gold and critical raw materials
focused exploration and development company, announces it has today issued a
circular ("Circular") in relation to the acquisition, first announced on 14
July 2025, of a controlling 51% interest in the Motzfeldt Critical Metals
Project, a large and highly prospective Niobium-Tantalum-Zirconium-Rare Earth
Element project located in South Greenland. The Circular includes notice of a
general meeting to be held at the offices of Arch Law Limited, Huckletree
Bishopsgate, 8 Bishopsgate, London EC2N 4BQ at 9:00am on 6 February 2026. A
copy of the Circular and the notice has been posted to shareholders today, and
copies can be found on the Company's website at www.albamineralresources.com
(http://www.albamineralresources.com) .

Explanatory sections 1 to 5 below have been reproduced from the Circular with
minor changes for context.

1 INTRODUCTION AND SUMMARY

On 14 July 2025, Alba announced the conditional acquisition of a controlling
51% interest in the Motzfeldt Project, a large and highly prospective
niobium-tantalum-zirconium-rare earth element project located in South
Greenland (the "Project"). On 28 October 2025, the Company announced the
completion, pursuant to a sale and purchase agreement of the same date (the
"Acquisition Agreement"), of the acquisition of an initial 25.5% interest in
the Project, as well as certain changes to the terms of the transaction first
announced on 14 July 2025.

As announced on 28 October 2025, the principal terms of the transaction
comprise the following:

·      First Acquisition: the acquisition by Alba on First Completion of
an initial 25.5% interest in the Project and the payment or repayment,
respectively, by Alba of a proportion of the accrued fees and loans owed by
the Project owner, Elemental Rare Metals Ltd ("ERM"), for a total of £30,000
in cash and £426,930 in Alba shares at a deemed issue price of 0.02414p per
share (unchanged from the announcement of 14 July 2025), a premium of
approximately 20% above the last closing price of Alba shares of 0.020p on 27
October 2025 for a total of 1,768,560,480 Alba consideration shares. This
First Acquisition has now been completed, and the Company therefore now owns
25.5% of the Project.

 

·      Second Acquisition: the acquisition by Alba on Second Completion
of a further 25.5% interest in the Project, and the payment or repayment,
respectively, by Alba of the remainder of the accrued fees and loans owed by
Project owner ERM, for a total of £518,070 in Alba shares, at the same deemed
issue price of 0.02414p per share (unchanged from the announcement of 14 July
2025). Upon completion of the Second Acquisition, which is conditional on the
passing of a resolution under section 190 Companies Act 2006 (the "Act") and
the Government of Greenland giving its approval to the change of control of
the Project, a total of a further 2,146,103,977 consideration shares will be
issued and Alba will move to a majority 51% interest in the Project.

Of the total consideration payable on Second Completion, £46,250 (for
191,590,720 consideration shares) will be allotted in payment of accrued fees
owed by ERM to entities connected with Alba Chairman George Frangeskides,
£106,675.50 (for 441,903,480 consideration shares) in repayment of loans owed
by ERM to Mr Frangeskides and an entity connected with him and £285,144 (for
1,181,209,611 consideration shares) in consideration of the acquisition by
Alba of a 25.5% interest in the Project (by the acquisition of 25.5% of the
issued share capital in ERM) from an entity connected with Mr Frangeskides.
References to entities "connected with" Mr Frangeskides are to two private
companies of which he is a director, one of which is owned by his wife and one
of which is owned jointly by him and his wife.

As announced on 28 October 2025, changes in the transaction from those
initially announced on 14 July 2025, include, in particular:

·      Instead of Alba acquiring 49% of the Project at First Completion
and another 2% at Second Completion, it has acquired 25.5% at First Completion
and will be acquiring a further 25.5% at Second Completion, thus ensuring a
more even split in the consideration paid by Alba across the two phases of the
transaction.

·      Similarly, the repayment of loans and accrued fees will now be
split more evenly between the two phases of the transaction.

·      Alba's previous commitment to sole fund the Project up to an
amount of £350,000 from First Completion will now be split so that the sole
funding commitment from First Completion is reduced to £100,000, with another
£250,000 sole funding commitment only applying as from Second Completion,
once Alba has moved to majority ownership of the Project.

·      Instead of Alba having to reimburse 100% of the Motzfeldt 2025
field programme costs on First Completion, only 35% of those costs will have
to be reimbursed at First Completion, with the balance of 65% being reimbursed
on Second Completion, once Alba has moved to majority ownership.

The result of these changes is to substantially reduce both Alba's cash and
share commitments at and following First Completion.

As previously stated, part of the consideration for the acquisition will be
applied in the repayment of shareholder and third-party loans and accrued
invoices through which the current operator and 100% owner of the Project,
ERM, has funded the development of the Project in the past several years,
amounting to approximately £375,000 in total across the two phases of the
acquisition, with the balance of the consideration, approximately £600,000 in
total, to be paid for the 51% controlling interest in the Project and allotted
to ERM shareholders pro rata.

As announced on 28 October 2025, following Second Completion, a 51:49 joint
venture will be established between Alba and ERM. Alba will act as operator
and manager of the Project. Pursuant to the Acquisition Agreement, Alba will
have a right of first refusal over ERM's remaining 49% interest. ERM will hold
a tag-along right in the event of a proposed sale by Alba of its 51% stake.
The Acquisition Agreement also provides that Alba shares issued in the
transaction will be subject to a total of 12 months of restrictions on sale,
namely:

·      an initial three-month lock-in from First or Second Completion
(as the case may be) in respect of 100% of the Alba consideration shares;

·      a further three months during which 50% of the shares will be
locked-in and 50% will be subject to orderly marketing provisions; and

·      a further six-month orderly market period in respect of all of
the remaining shares.

The completion of the Second Acquisition is subject to:

·      Greenland Government approval to Alba acquiring a majority stake
in the Project (which approval has been requested); and

·      approval at a general meeting of Alba's acquisition of the second
stake of 25.5% at Second Completion.

The Circular concerns the Second Acquisition and seeks shareholders' approval
for the acquisition of the additional 25.5% interest in the Motzfeldt Project
and the allotment and issue of consideration shares on completion thereof. The
company from which Alba is acquiring the additional 25.5% interest at Second
Completion is connected with Alba's Chairman, George Frangeskides, it being
owned by his spouse and Mr Frangeskides being a director of it. It should be
noted that this entity did not participate in the sale of the initial 25.5%
stake to Alba which has already completed at First Completion.

As the transaction constitutes an arrangement, known as a "substantial
property transaction", whereby the Company is to acquire a substantial
non-cash asset, namely 25.5% of the Project by the acquisition of 25.5% of the
issued share capital of ERM, from a person connected with Mr George
Frangeskides, a Director of the Company, and whereby, as part of the same
arrangement, the Company is to procure the payment of accrued fees and the
repayment of loans owed by ERM to Mr George Frangeskides and persons connected
with him, as described above, the arrangement must be approved by a resolution
of the members of the Company for the purposes of section 190 of the Act. A
General Meeting has been convened for 6 February 2026 at 9 a.m. for
shareholders to consider and, if thought fit, approve the necessary resolution
(Resolution 1). Further resolutions will be proposed to grant authority to
allot the 2,146,103,977 consideration shares to be issued on Second Completion
under the Acquisition Agreement (as described above) and a general authority
to allot relevant securities (Resolution 2) and to enable the Directors to
allot equity securities on a non-pre-emptive basis (Resolution 3).

2 RATIONALE FOR THE ACQUISITION

As announced on 14 July 2025, the acquisition fits squarely within the
Company's long-stated strategy which is to target assets that have a history
of production or advanced exploration, and which thereby offer real potential
to be brought into commercial production.

The acquisition of a majority stake in the Motzfeldt Project represents a
transformational step for Alba, delivering:

·      Exposure to multiple strategic metals in a single project;

·      A large, drill-confirmed resource base with clear and significant
expansion potential;

·      Location in a pro-mining jurisdiction; and

·      Alignment with global decarbonisation and critical materials
strategies.

The Project also complements the Company's investment in GreenRoc, which is
advancing the high-grade Amitsoq Graphite Project in Greenland, as well as
Alba's earn-in to the earlier-stage Finnsbo Rare Earth & Gold Project in
southern Sweden.

The Alba team has considerable expertise in operating in Greenland, having
owned and operated four 100% owned projects there in the period 2016-2021,
namely the Amitsoq Graphite, TBS Ilmenite, Melville Bay Iron and Inglefield
Multi-Element projects. This included successfully completing the maiden
drilling campaign at Amitsoq in 2021 and carrying out two separate drilling
programmes at TBS in 2018 and 2021.

Alba also continues to focus on developing the Clogau Mine in Wales.

4 ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF THE GM

Full details of how to vote on the Resolutions are set out in the Circular and
the accompanying Form of Proxy.

Whether or not shareholders propose to attend the General Meeting in person,
they are encouraged to use the online Voting Portal, details of which may be
found on the Form of Proxy (or email).  Forms of Proxy should be returned as
soon as possible, but in any event so as to be received by no later than at 9
a.m. on 4 February 2026 (or, in the case of an adjournment, not later than 48
hours before the time fixed for the holding of the adjourned meeting).

5 RECOMMENDATION

The independent Directors believe Resolution 1 to be considered at the General
Meeting is in the best interests of the Company and Shareholders as a whole.
Accordingly, the independent Directors unanimously recommend that you vote in
favour of Resolution 1 as they intend to do (or procure to be done) in respect
of their own beneficial holdings totalling 70,958,658 Ordinary Shares,
representing approximately 0.4 per cent of the voting rights of the Company.
Mr George Frangeskides and his connected entities will abstain from voting on
Resolution 1.

The Directors believe that Resolutions 2 and 3 to be considered at the General
Meeting are in the best interests of the Company and Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of
Resolutions 2 and 3 as they intend to do (or procure to be done) in respect of
their own beneficial holdings totalling 234,311,952 Ordinary Shares,
representing approximately 1.2 per cent. of the voting rights of the Company.

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market, financial and business conditions, competition
for and availability of qualified staff and contractors, regulatory processes
and actions, technical issues, new legislation, uncertainties resulting from
potential delays or changes in plans, uncertainties resulting from working in
a new political jurisdiction, uncertainties regarding the results of
exploration, uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the timing and granting of regulatory and
other third party consents and approvals, uncertainties regarding the
Company's or any third party's ability to finance, execute and implement
future plans and programmes, and the occurrence of unexpected events. Actual
results achieved may vary from the information provided herein as a result of
numerous known and unknown risks and uncertainties and other factors.

**ENDS**

Engage with Alba by asking questions, watching video summaries and reading
what other shareholders have to say. Navigate to our interactive Investor Hub
here:

https://albamineralresources.com/link/y5aJzy
(https://albamineralresources.com/link/y5aJzy)

 

For further information, please visit the Alba Mineral Resources plc investor
website (www.albamineralresources.com (http://www.albamineralresources.com) )
and sign up to receive news and engage with the Alba management team.
Subscribe to our news alert service
(https://alba-l.investorhub.com/auth/signup
(https://alba-l.investorhub.com/auth/signup) ) and visit @AlbaMinerals on X
(formerly Twitter).

 

 Alba Mineral Resources plc                 +44 20 3950 0725

 George Frangeskides, Executive Chairman
 SPARK Advisory Partners Limited (Nomad)    +44 20 3368 3555

 Andrew Emmott
 CMC Markets plc (Broker)                   +44 20 3003 8632

 Thomas Smith / Douglas Crippen

 

 Alba's Projects & Investments

 Projects Operated by Alba                            Location   Ownership
 Clogau (gold)                                        Wales      100%
 Dolgellau Gold Exploration (gold)                    Wales      100%
 Gwynfynydd (gold)                                    Wales      100%
 Investments Held by Alba                             Location   Ownership
 GreenRoc Strategic Materials Plc (graphite - anode)  Greenland  25.34%
 Horse Hill (oil)                                     England    11.765%
 Earn-in Projects                                     Location   Earn-in Rights
   Finnsbo (rare earths, copper, gold)                Sweden     Up to 100%

 

 

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