Schedule One - Ovoca Bio Plc

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RNS Number : 2768N AIM 31 December 2025  

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")





COMPANY NAME:

  Ovoca Bio Plc ("Ovoca") to be renamed Talisman Metals plc on Admission ("Talisman" or the "Company")  

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

  17 Pembroke Street Upper Dublin 2 D02 AT22 Ireland  

COUNTRY OF INCORPORATION:

  Ireland  

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

  https://www.ovocabioplc.com to be www.talismanmetalsplc.com after re-Admission  

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

  On 7 May 2025, Ovoca announced it had entered into a conditional Letter of Intent ("LOI") to acquire 100% of Tadeen, a UK-registered company, which indirectly owns 100% of the Licences in Morocco, prospective for Copper and Silver (the "Acquisition"), through its wholly owned subsidiary, Horizons Mines SARL.   Tadeen was incorporated in 2021 and since that time has sought to develop and subsequently commercialise mineral exploration and exploitation properties with strong geological potential in the promising jurisdiction of Morocco. The Company will only focus its work on 10 of the exploration permits, five comprising the Tizert Project and five making up the Argana Project, with a total combined area of 129.8km2 (together the "Exploration Permits" for the purposes of this Document). These are between 8 and 30km from the large Tizert Copper-Silver Project being developed by the Managem SA Group (Managem) the Moroccan listed Mining Group for which the Government owns a majority stake. On completion of the Transaction, various members of the senior management team of Tadeen will be integrated into the Enlarged Group. The existing Chief Executive Officer of Ovoca, Timothy McCutcheon, will serve as Chief Executive Officer of the Enlarged Group.   The Transaction constitutes a reverse takeover under AIM Rule 14, requiring the approval of a majority of the Shareholders voting in person or by proxy at a general meeting   On Admission, Talisman Metals plc will, through its wholly owned Bermudan subsidiary T Metals Limited, will own 100% of Tadeen (the acquisition target) which in turn holds 100% of Horizons Mines SARL who own the Exploration Permits.  

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

  Number of ordinary shares of €0.02 each ("Ordinary Shares") for which Admission is being sought: 64,174,918   The Ordinary Shares are and will remain freely transferable and have no restrictions as to transfer placed on them.   The issue price: 7.7 pence (the "Issue Price").   No Shares are or will be held in treasury.  

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

  Capital to be raised on Admission: £1.155 million   Anticipated market capitalisation on Admission: approximately £4.9 million (at the Issue Price)  

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

  39.01%  

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

  N/A  

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

  No  

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

  Timothy ("Tim") Rand McCutcheon - Chief Executive Officer Leah Ellen O'Donovan - Chief Financial Officer Jonathan George Henry - Independent Non-Executive Chair Anastasia Levashova - Independent Non-Executive Director Thomas ("Tom") Alan Garagan - Independent Non-Executive Director Dr Mohammed Mouhib - Non-Executive Director  

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

      Name

Number of Ordinary Shares before Admission

Percentage of Existing Ordinary Shares

Number of Ordinary Shares on Admission**

Percentage of Enlarged Share Capital











Euoclear Nominees Limited*

67,913,860

76.77%

22,637,953

35.28%

Timothy McCutheon (CEO)*

19,506,203

22.05%

6,679,613

10.41%

Picko Trading Co Limited

10,002,077

11.31%

3,334,026

5.20%

National Settlement Depository*

9,893,214

11.18%

3,297,738

5.14%

Investor Services Nominees Limited*

4,158,532

4.70%

1,386,177

2.16%

Cambrian Limited

-

-

6,252,049

9.74%

Charterhouse Trustees Limited

-

-

6,252,049

9.74%

Aya Silver & Gold Inc.

-

-

3,000,000

4.67%

Zakariae Mouhib

-

-

2,925,610

4.56%

Mohamed Baoutoul

-

-

2,925,610

4.56%







 







 

  * All of these shares are held through Euroclear Nominees Limited ** Following a 3:1 share consolidation  

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None  

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

  (i)         31 December (ii)        30 June 2025 (iii)       As follows: -    30 June 2026 (audited accounts for the year ended 31 December 2025) -    30 September 2026 (unaudited interim financial statements for 6 months ended 30 June 2026) -    30 June 2027 (audited accounts for the year ended 31 December 2026)  

EXPECTED ADMISSION DATE:

  28 January 2026  

NAME AND ADDRESS OF NOMINATED ADVISER:

  Beaumont Cornish Limited 5-10 Bolton Street London W1J 8BA  

NAME AND ADDRESS OF BROKER:

  CMC Markets UK plc   133 Houndsditch London EC3A 7BX  

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

  The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available from the Company's website:   https://www.ovocabioplc.com to be www.talismanmetalsplc.com after re-Admission    

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

  QCA Code  

DATE OF NOTIFICATION:

  31 December 2025  

NEW/ UPDATE:

  New  

   

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