Gledhow Investments plc: £400,000 Subscription, Strategic Repositioning and Proposed Board Appointments

13 August 2026

 

Gledhow Investments plc

("Gledhow" or the "Company")

 

£400,000 Subscription at 122% Premium

Acquisition of Penina Resources Limited

£219,000 Reduction in Convertible Loan Notes

Proposed Board Appointments and Strategic Repositioning

 

Gledhow Investments plc (AQUIS: GDH) is pleased to announce a series of transactions which, on completion, will materially strengthen the Company's balance sheet and mark an important step in its strategic development.

 

Highlights

• Binding commitments received for a £400,000 subscription at 1 pence per share, representing a premium of approximately 122% to Gledhow's closing share price on 12 August 2026;
• Acquisition for shares, issued at the same 1 pence per share, of Penina Resources Limited, which has approximately £219,000 of cash and no liabilities;
• Penina's £219,000 cash balance to be applied towards the immediate extinguishment of £219,000 of Gledhow's outstanding Convertible Loan Notes;
• Proposed appointment of Sam Quinn and Cameron Pearce as Non-Executive Directors, bringing significant natural resources, corporate finance and capital markets experience to the Board;
• Intention to change the Company's name to Penina Investments Plc; and
• Proposed increased strategic focus more on the natural resources sector, where the proposed new directors have significant experience and established track records.

 

£400,000 Subscription

Gledhow has entered into a binding subscription commitment representing a range of new investors, introduced to the Company by Tavira Financial Limited (“Tavira”) and AlbR Capital Limited, to raise £400,000 gross through the proposed issue of 40,000,000 new Ordinary Shares at 1 pence per share (the "Subscription").

 

The Subscription price represents a premium of approximately 122% to the closing price of 0.45 pence per Ordinary Share on 12 August 2026, being the last practicable date prior to publication of this announcement.

The Board considers the ability to raise new equity capital at a substantial premium to the prevailing market price to be a strong endorsement of the Company's proposed future direction.

 

Acquisition of Penina Resources Limited

Gledhow has also entered into a binding Share Purchase Agreement ("SPA") to acquire 100% of the issued share capital of Penina Resources Limited ("Penina").

 

On completion of the acquisition, Gledhow will issue 21,900,000 new Ordinary Shares as consideration for Penina.

 

Penina is a non-trading cash entity with approximately £219,000 in cash and no liabilities. Its current directors are Sam Delevan Quinn and Cameron William Leslie Pearce.

 

Application will be made to the Aquis Stock Exchange for the admission of 61,900,000 Ordinary Shares, pursuant to the SPA and the Subscription, to trading on the Aquis Growth Market. It is expected that admission will become effective and dealings will commence at 8.00 a.m. on or around 18 August 2026.

 

£219,556 Reduction in Convertible Loan Notes

Following completion of the acquisition, the Company intends to apply the £219,000 cash acquired with Penina towards the immediate extinguishment of £219,556 of Gledhow's outstanding Convertible Loan Notes ("CLNs"), previously referred to in the Company's announcement of 13 August 2025.

 

This will materially reduce the Company's outstanding CLN position and further strengthen and simplify its balance sheet.

 

Proposed Board Appointments

Following completion of the Subscription and the acquisition of Penina, it is proposed that Sam Quinn and Cameron Pearce will join the Board of Gledhow, initially as Non-Executive Directors.

 

Their proposed appointments will bring substantial additional experience in natural resources, corporate finance, public markets and the financing and development of growth companies.

 

Guy Miller will remain on the Board as Managing Director and Geoffrey Melamet will remain as Company Secretary, but will resign as a Director concurrently with the two Board appointments.

The appointments remain subject to completion of the transactions and customary due diligence. A further announcement containing the required disclosures pursuant to Rule 4.9 of the Aquis Growth Market Access Rulebook will be made in due course.

 

Appointment of Corporate Broker

The Company has appointed Tavira as Corporate Broker following its support of the Subscription.

 

Strategic Repositioning

The Board believes that the Subscription, acquisition of Penina, substantial reduction in outstanding CLNs and proposed Board appointments together represent an important step forward for Gledhow.

 

Following completion, the Company will have a materially strengthened balance sheet, an expanded Board with significant natural resources and capital markets expertise, and enhanced financial flexibility to pursue new opportunities.

 

Reflecting this new direction, the Company intends to change its name to Penina Investments Plc and adopt a more targeted investment strategy, with a particular emphasis on opportunities within the natural resources sector.

 

The proposed appointments of Sam Quinn and Cameron Pearce are integral to this strategy. Both have extensive experience in the financing, development and management of natural resources businesses and a track record of involvement with companies operating across international capital markets.

 

The Board believes the combination of additional capital, reduced indebtedness and enhanced sector expertise will provide a strong platform from which to pursue opportunities capable of delivering long-term value for shareholders.

 

The Company looks forward to updating shareholders further following completion of the Subscription and acquisition and the formal appointment of the proposed new directors.

 

Proposed Directors

Sam Quinn

Sam Quinn, a British and Australian citizen, is a corporate lawyer with more than 20 years' experience in the natural resources sector, spanning legal counsel, corporate finance and executive management roles.

 

Mr Quinn was previously Director of Corporate Finance and Legal Counsel for the Dragon Group, a London-based natural resources venture capital firm. He currently holds a number of roles within public and private natural resources businesses and has significant experience in the administration, operation, financing and promotion of natural resources companies.

 

Prior to entering the natural resources sector, Mr Quinn practised as a corporate lawyer with Jackson McDonald Barristers & Solicitors in Perth, Western Australia, and Nabarro LLP in London.

 

He graduated from the University of Western Australia in 1999 with Bachelor of Laws and Bachelor of Arts degrees and is qualified as a lawyer in Western Australia and England & Wales.

 

Cameron Pearce

Cameron Pearce, an Australian citizen, has more than 20 years' professional experience across the Australian and UK financial and corporate sectors.

 

He has held senior financial and management positions in publicly listed and private companies operating across Australia, Europe, Asia, Africa and Central America and has extensive experience providing corporate, strategic, financial and advisory support to public and private companies.

 

Mr Pearce is a member of the Australian Institute of Chartered Accountants.

 

He is currently Chairman of Blencowe Resources and was previously Chairman of Emmerson plc.

 

Total Voting Rights

 

In accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, following completion of the transactions described above, Gledhow will have 169,684,984 Ordinary Shares of £0.01 each in issue, each carrying the right to one vote.

 

The Company holds no Ordinary Shares in treasury.

 

Accordingly, the figure of 169,684,984 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The directors of the issuer accept responsibility for the contents of this announcement.

 

 

For further information please contact:

Gledhow Investments plc

Guy Miller
+44 (0) 20 7220 9795

 

Tavira Financial Limited (Corporate Broker)

Jonathan Evans

+44 (0) 20 7100 5100

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com