Reabold Resources completes acquisition of Simwell Resources Limited

Under the terms of the SPA, the initial consideration due to the sellers was subject to adjustment to take into account certain expenses incurred by Simwell in the period in between signing the SPA and completion of the transaction. Accordingly, the breakdown of the consideration payable and the repayment of liabilities pursuant to the transaction has been adjusted.

The updated breakdown of consideration payable by Reabold, plus the repayment by Reabold of all outstanding creditors/liabilities of Simwell, pursuant to the transaction is: (i) £363 835.76, by way of initial consideration, to be satisfied through the issue of 134 753 985 new Ordinary Shares (the ‘Initial Consideration Shares’); (ii) £305 157.71 to certain Simwell creditors to be satisfied by the issue of 113 021 374 new Ordinary Shares (the ‘Creditor Shares’); and (iii) the cash sum of £373 398.36 payable to certain Simwell creditors. The deferred consideration remains as set out in the company's announcement of 28 September 2022.

Admission and total voting rights

Application has been made for admission of the 134 753 985 Initial Consideration Shares and the 113 021 374 Creditor Shares (together the ‘New Ordinary Shares’) to trading on AIM (‘Admission’) and it is expected that Admission will occur at 8.00 a.m. on or around 04 January 2023. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the total issued share capital of the company will consist of 9 177 387 909 Ordinary Shares each with voting rights. The company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 9 177 387 909 and this is the figure that may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the company under the FCA's Disclosure Guidance and Transparency Rules.

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