NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN UPLAND RESOURCES LIMITEDOR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UPLAND RESOURCES LIMITED.
27 February 2023
UPLAND RESOURCES LIMITED
(“Upland” or the “Company”)
Management Subscription and Share Options
Upland Resources Limited (LSE: UPL) is pleased to announce (further to the publication of the Prospectus approved by the Financial Conduct Authority on 23 February 2023) the following details concerning the subscription (“the Management Subscription”) by certain directors and managers for new ordinary shares (“Ordinary Shares”) at a price of 0.6p per new ordinary share.
Director or PDMR
Number of New Ordinary Shares subscribed for
Value of New Ordinary Shares subscribed for
Number of Ordinary Shares held on Admission
% Share Capital held on Admission
Number of Warrants held on Admission
Bolhassan Di
4,166,667
£25,000
20,801,287
1.89%
2,083,333
Gerard Murray
1,250,000
£7,500
1,350,000
0.12%
625,000
John Forrest
1,250,000
£7,500
1,750,000
0.16%
625,000
Prof. A Hurst
833,333
£5,000
833,333
0.08%
416,667
TOTAL
7,500,000
45,000
24,734,620
2.25%
3,750,000
As part of the Management Subscription the Company will also issue warrants on the same terms as the fundraise notification (“the Fundraise”) announced on 20 February 2023 this being issue of one warrant over an Ordinary Share for every two Ordinary Shares issued in the Management Subscription. These warrants will be exercisable at a price of 1.20p (“Warrant Price”) for a period of two years from grant. Ordinary Shares and warrants issued in respect of the Management Subscription will be issued alongside shares and warrants from the Fundraise which raised gross proceeds of £1,698,000 (comprising 83,333,333 placing shares, 199,666,667 subscription shares and 141,500,000 warrants). The Company will therefore issue a total of 290,500,000 shares (“Admission Shares”) and 150,250,000 warrants on Admission.
As referenced in the Company’s recent prospectus, the Company has created a 10% share option incentive plan over the Company’s issued share capital on Admission and granted options over 110,000,000 ordinary shares to certain Directors and senior managers of the Company as detailed below. These share options do not vest until the share price has reached 2p.
Name
Options
Exercise Price(p)
Term
Datuk Bolhassan Di
50,000,000
.60
5 years
Aimi Nasharuddin
10,000,000
.60
5 years
Dixon Wong
10,000,000
.60
5 years
Andrew Hurst
10,000,000
.60
5 years
Gerard Murray
15,000,000
.60
5 years
John Forrest
15,000,000
.60
5 years
It is expected that Admission will become effective and that dealings in the Admission shares on the Main Market will commence at 8.00 a.m. (London time) on 28 February 2023.
PDMR Notification Forms are appended.
**ENDS**
For further information, please contact:
Upland Resources Limited Bolhassan Di, Chairman and CEO
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Datuk Bolhassan Di
2.
Reason for the Notification
a)
Position/status
Non-Executive Chairman and Chief Executive Officer
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
ordinary shares of no par value
Identification code
JE00BJXN4P16
b)
Nature of the Transaction
Purchase of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 0.6p 4,166,667
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
London Stock Exchange
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Datuk Bolhassan Di
2.
Reason for the Notification
a)
Position/status
Non-Executive Chairman and Chief Executive Officer
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Warrants, each warrant to subscribe for one ordinary share of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Grant of warrants to subscribe for new ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 1.2p 2,083,333 warrants
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Datuk Bolhassan Di
2.
Reason for the Notification
a)
Position/status
Non-Executive Chairman and Chief Executive Officer
b)
Initial notification/amendment
Amendment
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 50,000,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Aimi Nasharuddin
2.
Reason for the Notification
a)
Position/status
Non-Executive Director
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 10,000,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Dixon Wong
2.
Reason for the Notification
a)
Position/status
Non-Executive Director
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 10,000,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Andrew Hurst
2.
Reason for the Notification
a)
Position/status
Non-Executive Director
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
ordinary shares of no par value
Identification code
JE00BJXN4P16
b)
Nature of the Transaction
Purchase of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 0.6p 833,333
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
London Stock Exchange
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Andrew Hurst
2.
Reason for the Notification
a)
Position/status
Non-Executive Director
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Warrants, each warrant to subscribe for one ordinary share of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Grant of warrants to subscribe for new ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 1.2p 416,667 warrants
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Andrew Hurst
2.
Reason for the Notification
a)
Position/status
Non-Executive Director
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 10,000,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Gerard Murray
2.
Reason for the Notification
a)
Position/status
Chief Operating Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
ordinary shares of no par value
Identification code
JE00BJXN4P16
b)
Nature of the Transaction
Purchase of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 0.6p 1,250,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
London Stock Exchange
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Gerard Murray
2.
Reason for the Notification
a)
Position/status
Chief Operating Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Warrants, each warrant to subscribe for one ordinary share of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Grant of warrants to subscribe for new ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 1.2p 625,000 warrants
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Gerard Murray
2.
Reason for the Notification
a)
Position/status
Chief Operating Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 15,000,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
John Charles Forrest
2.
Reason for the Notification
a)
Position/status
Chief Financial Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
ordinary shares of no par value
Identification code
JE00BJXN4P16
b)
Nature of the Transaction
Purchase of ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 0.6p 1,250,000
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
London Stock Exchange
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
John Charles Forrest
2.
Reason for the Notification
a)
Position/status
Chief Financial Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Warrants, each warrant to subscribe for one ordinary share of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Grant of warrants to subscribe for new ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. 1.2p 625,000 warrants
d)
Aggregated information Aggregated volume Price
Single transactions as in 4 c) above
e)
Date of the transactions
26 February 2023
f)
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
John Charles Forrest
2.
Reason for the Notification
a)
Position/status
Chief Financial Officer
b)
Initial notification/amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Upland Resources Limited.
b)
LEI
213800MRG7ISJEK8YA38
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Issue of options over ordinary shares of no par value
Identification code
JE00BJXN4P16 (ordinary shares)
b)
Nature of the Transaction
Award of options
c)
Price(s) and volume(s)
Price(s) Volume(s) 1. Exercise price of .60p per share 15,000,000
