Sunrise Resources (SRES.L) Offer to Existing Shareholders

Sunrise Resources plc (‘SRES’), the AIM-traded company focusing on the development of its CS Pozzolan-Perlite Project in Nevada, USA, is pleased to announce that it has raised £750,000 before expenses (the “Fundraise”).

Through a conditional placing (“the Placing”) of 267,857,142 new Ordinary Shares of 0.1p each (the “Placing Shares”) and a further £250,000 before expenses through a conditional Broker Option Offer of 89,285,714 new Ordinary Shares of 0.1p each all at a price of 0.28 pence per share (the “Placing Price”).

The Placing was arranged through the Company’s broker, Peterhouse Capital Limited (“Peterhouse”). Peterhouse will be issued with 17,857,143 warrants, each warrant entitling the holder to apply for one new Ordinary Share at the Placing Price at any time within 12 months from the date of issue.

Use of Proceeds

The net funds raised will be applied primarily to the further development of the Company’s CS Pozzolan-Perlite Project in Nevada, USA, initial drill testing of certain of the Company’s gold and silver projects, and general working capital.

Broker Option

As a means of providing existing shareholders the opportunity to participate in the Fundraise at the Placing Price, the Company has today issued an option to subscribe £250,000 for 89,285,714 new ordinary shares of 0.1p each in the Company to Peterhouse exercisable at the Placing Price of 0.28 pence per share (the “Broker Option”).

The Broker Option has been issued primarily to facilitate the participation by existing shareholders of the Company who could not participate in the Placing by acquiring such new ordinary shares as would be issued to Peterhouse on the exercise by it of the Broker Option (the “Broker Option Offer”).

Accordingly, 89,285,714 new ordinary shares of 0.1p each in the Company will be available at a price of 0.28 pence per share pursuant to the Broker Option Offer (the “Broker Option Shares”).

To participate in the Broker Option Offer, existing shareholders and other interested parties should communicate their interest to Peterhouse via their independent financial adviser, stockbroker or other firm authorised by the Financial Conduct Authority, as Peterhouse cannot take direct orders from individual private investors. Parties who wish to register their interest in participating in the Broker Option Offer should instruct their stockbroker or independent financial adviser to contact Peterhouse on STX: 76086 or +44 (0) 20 7220 9792. Each bid should state the number of Broker Option Shares that the interested party wishes to acquire at the Placing Price and should be submitted to Peterhouse no later than 5.00pm on 26 August 2020.

As far as is practical, participation in the Broker Option Offer will be prioritised for shareholders named on the Company’s share register at the close of business on Friday 21 August 2020 (“Existing Shareholders”) and orders from Existing Shareholders will be accepted and processed by Peterhouse on a strictly “First Come, First Served” basis. Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine.

Peterhouse is entitled to participate in the issue of Broker Option Shares and has undertaken to fully exercise the Broker Option by 6.00p.m. on26 August 2020.

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.

Placing Shares, Broker Offer Shares & Admission

The Placing Shares and the Broker Option Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued.

The Placing Shares and Broker Option Shares together (total 357,142,856) represent 9.71% of the Company’s enlarged issued share capital. The Placing Price represents a 24% discount to the closing bid price of the Company’s shares on AIM on 21st August 2020.

The issue of the Placing Shares and the Broker Option Shares is, inter alia, conditional on their admission to trading on AIM (“Admission”). Application will be made for the Placing Shares and the Broker Option Shares to be admitted to trading on AIM and Admission is expected to occur on or around 1 September 2020.

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Board of Sunrise hereby notifies the market that further to Admission, the Company’s issued share capital will consist of 3,677,996,870 Ordinary Shares with a nominal value of 0.1p each, with voting rights (“Ordinary Shares”). The Company does not hold any Ordinary Shares in Treasury.

Therefore, the total number of Ordinary Shares in the Company with voting rights will be 3,677,996,870. This figure may be used by Shareholders in the Company as denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

Commenting today, Patrick Cheetham, Executive Chairman said : “This fundraising will allow the Company to continue the development of its priority CS Project in Nevada following the recent grant of the mine and reclamation permits. It will also allow the Company to carry out some initial drill testing on its precious metal projects in Nevada as the Board is keen to ensure that it’s gold and silver project portfolio delivers value for shareholders in the current strong market conditions for precious metals.”

“The Company recognises that its share price on AIM has increased since the Placing was initiated and that the Placing Price is now at a significant discount to the most recent closing bid price for the Company’s ordinary shares on AIM. Consequently, the Company is pleased to have granted the Broker Option as a mechanism for existing shareholders in the Company to apply for shares at the Placing Price.”

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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