Aquis Stock Exchange: Application for Admission Announcement

ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQUIS GROWTH MARKET

APPLICANT NAME:

Ormonde Mining Plc

APPLICANT REGISTERED OFFICE, PRINCIPLE PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER:

Registered Office Address:

c/o Smith & Williamson

Paramount Court

Corrig Road

Sandyford Business Park

Dublin 18

Ireland

D18 R9C7

Business Address:

Bracetown Business Park

Clonee

Co. Meath

Ireland

D15 YN2P

DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE):

The Board of Directors consist of Brendan McMorrow (CEO), Brian Timmons (Exec Chairman) and Keith O’Donnell (Non-Exec Director).

The current directors will remain on the Board following the listing on Aquis Stock Exchange.

Brendan McMorrow

Chief Executive Officer

Brendan has over 30 years’ experience in the natural resources sector, including base and precious metals mining and oil and gas companies listed in London, Toronto and Dublin.

He was formerly Chief Financial Officer of Circle Oil plc and served as a senior finance executive in Ivernia Inc. and Ivernia West plc – at the time these companies were developing and subsequently brought into production significant base metal mines at  Wiluna in Western Australia and at Lisheen in Ireland.

He is currently a non-executive Director of Conroy Gold and Natural Resources plc and Karelian Diamond Resources plc.

Brendan is Chair of the Audit Committee and is a member of the Remuneration Committee and Technical and ESG Committee.

He is a Fellow of the Association of Chartered Certified Accountants.

Brian Timmons

Chairman

Brian, has over 30 years of experience in senior positions within several companies across a range of industries, including fund management, investment banking (Irish Life Assurance Co. and AIB Capital Markets PLC), healthcare technology, bioscience, alternative energy and resource companies, e-commerce, telecoms and software IT. He is Chair of the Technical and ESG Committee.

Brian is a director of Reset Health Clinics Ltd, and Peak Nickel Ltd both UK private companies, and Chairman of Solar Alliance Energy Ltd a Canadian TSXV listed corporation.

He is a Fellow of the Association of Chartered Certified Accountants.

Keith O’Donnell

Non-Executive Director

Keith is a banker with 30 years’ experience in cross-border investment and corporate advisory roles.

He is currently Senior Advisor at Portland Advisers, a boutique firm based in London with global expertise in the Conventional Energy, Renewable Energy, Mining, Satellite, and Infrastructure sectors.

Keith is also Lead Risk Adviser at responsAbility AG, a Swiss based fund manager focused on energy access and clean energy solutions for the developing world. Keith is Chair of the Remuneration Committee and is a member of the Audit Committee and Technical and ESG Committee.

Keith is a member of the Chartered Institute of Bankers and qualified for an MBA at Bayes Business School, City University, London.

APPLICANT SECTOR:

Materials

DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES:

The historic activity of the Company comprised the acquisition, exploration and development of mineral resource projects.

On 3 October 2022, Ormonde disposed of its La Zarza mining assets, situated in Spain, and became an AIM Rule 15 cash shell, with cash of approximately €3.5 million and deferred consideration receivable of €1.5 million.

On 7 February 2023, the Company acquired a 20% interest in Peak Nickel Limited, (“PNL”) a UK-based entity with expertise and interests in battery metal mining prospects, for cash consideration of approximately €0.5 million. At this point, trading in the Company’s shares was suspended on AIM and Euronext Dublin, because, the Nomad advised, the investment in PNL entitled the Company to exercise an option to exercise a reverse takeover(“RTO”) of PNL, which was deemed, by the AIM Team, to constitute a matter of sufficient uncertainty as to require suspension.

On 30 June 2023, the Company agreed to acquire a 36.2% interest for approximately €2.0 million in TSXV-listed exploration company, TRU Precious Metals Corp. ("TRU"), which is exploring for gold and copper in the highly prospective Central Newfoundland Gold Belt in Canada.

This transaction was classified as an RTO by AIM and Dublin Regulation.

Given that TRU is already listed in Canada, Ormonde decided to delist from AIM and Euronext Dublin, rather than complete an unnecessary RTO. The investment into TRU is conditional on the delisting being approved.

On admission to AQSE, Ormonde would be akin to an enterprise company with two investments already completed and sufficient working capital. After admission to the AQSE Growth Market, the Company intends to monitor its existing investments, working with incumbent management to generate maximum value from them. The Directors will also consider additional investment opportunities as they arise.

NAME OF AQUIS CORPORATE ADVISER:

Peterhouse Capital Ltd

NUMBER, CLASS AND PAR VALUE OF SECURITIES TO BE ADMITTED:

Shares in issue: 472,507,482 Ordinary Shares of €0.01 each nominal value

SECURITIES IN PUBLIC HANDS AS A PERCENTAGE OF THE TOTAL NUMBER OF SECURITIES IN ISSUE (excluding securities held in treasury):

c. 75.6%

SHAREHOLDERS HOLDING MORE THAN FIVE PER CENT OF THE APPLICANT’S SHARE CAPITAL OR VOTING RIGHTS PRE- AND POST-ADMISSION:

Thomas Anderson

Currently holds 24.41%.

There are no known connections between Thomas Anderson and the Board of Directors.

There are no other holdings of 3% or more of the share capital of the Company, which has a broad base of retail investors.

TIMETABLE FOR ANY OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC:

n/a

THE EXPECTED ADMISSION DATE:

4 September 2023

WEBSITE ADDRESS WHERE INVESTOR INFORMATION WILL BE AVAILABLE FOR INSPECTION:

https://ormondemining.com/

In respect of a fast-track applicant, the following information should also be included:

NAME OF MARKET ON WHICH THE APPLICANT’S SECURITIES ARE CURRENTLY TRADED:

AIM (Alternative Investment Market)

ARRANGEMENTS FOR THE SETTLEMENT OF TRANSACTIONS IN THE APPLICANT’S SECURITIES:

CREST settlement

DETAILS OF ANY LOCK-IN ARRANGEMENTS:

n/a

DETAILS OF THE LEGAL OR REGULATORY REQUIREMENTS IN THE APPLICANT’S HOME COUNTRY REGARDING THE CONDUCT OF TAKEOVERS AND THE ACQUISITION OF SIGNIFICANT VOTING RIGHTS TO WHICH THE APPLICANT IS SUBJECT:

The legal and regulatory requirements in Ireland regarding the conduct of takeovers and the acquisition of significant voting rights are governed by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, also known as the Irish Takeover Rules.

The Irish Takeover Panel is the statutory body responsible for monitoring and supervising takeovers and other relevant transactions in relevant companies in Ireland. The Panel was established by the Irish Takeover Panel Act 1997, as amended (“1997 Act”) and is designated as the competent authority to undertake certain regulatory functions pursuant to the Directive on Takeover Bids (2004/25/EC).

The Panel is responsible for making rules to ensure that takeovers and other relevant transactions comply with the General Principles set out in the Schedule to the 1997 Act.

In respect of an update to a prior application announcement, the date of the original announcement should also be disclosed as follows:

UPDATE TO A PRIOR APPLICATION ANNOUNCEMENT RELEASED ON: