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Lansdowne Oil & Gas plc announced that all resolutions passed at its Annual General Meeting on 26 May 2026, approving the conditional acquisition of São Gabriel Mineração Ltda., a 5:1 share consolidation, and the change of company name to Lansdowne Resources Plc. Shareholders also approved a placing of 1,900,000,000 new ordinary shares at 0.1 pence per share and the appointment of Luis Azevedo as a non-executive director, with enlarged share capital expected to be readmitted to AIM on 27 May 2026.
| Date | 26 May 2026 |
| Time | 14:41:25 |
| Category | AGMs and other meetings |
| ID | 7555F |
26 May 2026
Lansdowne Oil & Gas plc
("Lansdowne" or the "Company")
Result of Annual General Meeting
Lansdowne Oil & Gas plc (AIM: LOGP) is pleased to announce that at the Annual General Meeting of the Company held at the offices of Howard Kennedy LLP, 1 London Bridge, London, SE1 9BG at 11:00 a.m. on 26 May 2026, each resolution was duly passed by the requisite majority on a show of hands.
The resolutions passed included the approval of:
· the conditional acquisition of São Gabriel Mineração Ltda. ("SGM");
· the placing of 1,900,000,000 new ordinary shares at 0.1 pence per share;
· the change of name of the Company to Lansdowne Resources Plc;
· the 5:1 share consolidation;
· the bonus issue of New Preference Shares carrying rights to the ECT Legal Claim;
· the appointment of Luis Azevedo as a non-executive director of the Company with effect from Admission;
· the adoption of New Articles of Association; and
· all other resolutions as set out in the Notice of Annual General Meeting contained within the AIM Admission Document published on 30 April 2026.
The proxy votes received for the Annual General Meeting were as follows:
|
Resolution |
Vote type |
Voted |
Voted % |
% of Issued Share Capital |
|
1. Approve Annual Report and financial statements for year |
For |
396,902,522 |
99.98 |
28.48 |
|
2. Re-appoint PKF Littlejohn as auditors |
For |
396,895,871 |
99.98 |
28.48 |
|
3. Authorise Directors to fix remuneration of Auditors |
For |
360,268,588 |
99.96 |
25.85 |
|
4. Re-elect Stephen Boldy |
For |
360,387,121 |
99.98 |
25.86 |
|
5. Re-elect Jeffrey Auld |
For |
396,958,663 |
99.98 |
28.48 |
|
6. Re-elect Daniel McKeown |
For |
396,958,663 |
99.98 |
28.48 |
|
7. Rule 14 - Approve acquisition of SGM |
For |
396,958,663 |
99.98 |
28.48 |
|
8. Appoint Luis Azevedo as Director |
For |
396,895,871 |
99.98 |
28.48 |
|
9. Allot consideration shares |
For |
396,838,757 |
99.95 |
28.48 |
|
10. Approve the consolidation |
For |
396,902,322 |
99.97 |
28.48 |
|
11. Approve the bonus issue |
For |
396,802,522 |
99.94 |
28.47 |
|
12. Approve share option plan |
For |
396,958,263 |
99.98 |
28.48 |
|
13. Approve bonus payment to Directors |
For |
396,739,730 |
99.94 |
28.47 |
|
14. Approve purchase of deferred shares |
For |
360,268,588 |
99.96 |
25.85 |
|
15. Section 570 allotment authority |
For |
396,720,224 |
99.94 |
28.47 |
|
16. Adopt new Articles of Association |
For |
396,839,730 |
99.97 |
28.48 |
|
17. Change of name to Lansdowne Resources Plc |
For |
396,958,663 |
99.98 |
28.48 |
The Company expects Readmission of the Enlarged Share Capital to trading on AIM to become effective at 8.00 a.m. on 27 May 2026, at which point dealings in the New Ordinary Shares are expected to commence under the ticker LRES. The Company also notes that the WRAP Retail Offer closed successfully and that up to 190,000,000 Retail Offer Shares at a price of 0.1 pence per share will be issued to retail investors in connection with Readmission, the allotment of which is conditional on Readmission.
The Company will now proceed to register the change of name with Companies House and a further update will be made in due course.
Jeffrey Auld, Non-Executive Chairman of Lansdowne Oil & Gas plc, commented:
"We are delighted to have received such strong shareholder support for all aspects of the transaction. We look forward to returning to trading on AIM, advancing our new critical minerals work programme in Brazil and continuing our ECT arbitration to seek compensation for the loss of the Barryroe asset. Finally, I would like to welcome Luis Azevedo to our Board and we look forward to working with him."
For further information please contact:
|
Lansdowne Oil & Gas plc |
|
|
Steve Boldy |
|
|
|
|
|
SP Angel Corporate Finance LLP |
+44 (0) 20 3470 0470 |
|
Nominated Adviser and Joint Broker |
|
|
Stuart Gledhill |
|
|
Charlie Bouverat
|
|
|
Tavira Financial Limited |
+44 (0) 20 3192 1739 |
|
Joint Broker |
|
|
Oliver Stansfield Jonathan Evans |
|
PDMR Notification
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name: |
Stephen Boldy |
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|
2. |
Reason for the notification |
|||||
|
a) |
Position/status: |
Chief Executive Officer
|
||||
|
b) |
Initial notification/amendment: |
Initial notification
|
||||
|
3. |
Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name: |
Lansdowne Oil & Gas plc
|
||||
|
b) |
LEI: |
213800V994AL9RVAHG27
|
||||
|
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:
Identification code: |
Ordinary shares of 0.01 pence each
ISIN: GB00B1250X28
|
||||
|
b) |
Nature of the transaction: |
Conversion of Convertible Loan Notes into Ordinary Shares
|
||||
|
c) |
Price(s) and volume(s):
|
|
||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||
|
e) |
Date of transaction: |
26 May 2026
|
||||
|
f) |
Place of transaction |
London, UK
|
||||
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name: |
Jeffrey Auld |
||||
|
2. |
Reason for the notification |
|||||
|
a) |
Position/status: |
Non-Executive Chairman
|
||||
|
b) |
Initial notification/amendment: |
Initial notification
|
||||
|
3. |
Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name: |
Lansdowne Oil & Gas plc
|
||||
|
b) |
LEI: |
213800V994AL9RVAHG27
|
||||
|
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:
Identification code: |
Ordinary shares of 0.01 pence each
ISIN: GB00B1250X28
|
||||
|
b) |
Nature of the transaction: |
Conversion of Convertible Loan Notes into Ordinary Shares
|
||||
|
c) |
Price(s) and volume(s):
|
|
||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||
|
e) |
Date of transaction: |
26 May 2026
|
||||
|
f) |
Place of transaction |
London, UK
|
||||
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name: |
Luis Azevedo |
||||
|
2. |
Reason for the notification |
|||||
|
a) |
Position/status: |
Proposed Director
|
||||
|
b) |
Initial notification/amendment: |
Initial notification
|
||||
|
3. |
Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name: |
Lansdowne Oil & Gas plc
|
||||
|
b) |
LEI: |
213800V994AL9RVAHG27
|
||||
|
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:
Identification code: |
Ordinary shares of 0.01 pence each
ISIN: GB00B1250X28
|
||||
|
b) |
Nature of the transaction: |
Conversion of Convertible Loan Notes into Ordinary Shares
|
||||
|
c) |
Price(s) and volume(s):
|
|
||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||
|
e) |
Date of transaction: |
26 May 2026
|
||||
|
f) |
Place of transaction |
London, UK
|
||||
|
|
|
|
||||
|
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:
Identification code: |
Ordinary shares of 0.05 pence each
ISIN: GB00BVWNLN36
|
||||
|
b) |
Nature of the transaction: |
Receipt of consideration shares pursuant to the acquisition of São Gabriel Mineração Ltda
|
||||
|
c) |
Price(s) and volume(s):
|
|
||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||
|
e) |
Date of transaction: |
26 May 2026
|
||||
|
f) |
Place of transaction |
London, UK
|
||||
|
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:
Identification code: |
Ordinary shares of 0.05 pence each
ISIN: GB00BVWNLN36
|
||||
|
b) |
Nature of the transaction: |
Subscription for new ordinary shares pursuant to the Placing
|
||||
|
c) |
Price(s) and volume(s):
|
|
||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||
|
e) |
Date of transaction: |
26 May 2026
|
||||
|
f) |
Place of transaction |
London, UK
|
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