Gledhow Investments plc: Strategic Update: Originating the Next Generation of Listed Natural Resources Companies; Issue of Equity and Repayment of all outstanding Debt

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of UK MAR.

6 November 2026

Gledhow Investments plc

(“Gledhow” or the “Company”)

 

Strategic Update: Originating the Next Generation of Listed Natural Resources Companies

Issue of Equity and Repayment of all outstanding Debt

• Gledhow positions as a quoted origination and incubation platform, designed to give Gledhow shareholders early-stage exposure to a pipeline of new natural resources opportunities.

 

• First such opportunity, via Penina Resources, 100% owned by Gledhow, targeting a UK listing in H1 2027.

Gledhow Investments plc (AQSE: GDH) is expanding its strategy to become a listed origination and incubation platform for natural resources companies. Following the recapitalisation and board changes announcements from August through October 2026, Gledhow will now seek to originate, structure, seed and take to market, a sequence of new resource vehicles, retaining an early-stage interest in each, alongside legacy and new investments in listed and unlisted natural resources opportunities.

The Directors believe that in junior resource companies, much of the value is created early in the life cycle, as a company moves from incorporation through its initial financings to a stock market listing. Gledhow’s model is designed to give its shareholders exposure from an early stage, across a diversified pipeline of vehicles, through a single listed entity.

Highlights

• Origination and incubation platform: Gledhow intends to act as incubator to a series of natural resources vehicles, securing an early stake in each and participating in the expected value creation from incorporation through to listing and beyond.
• Addressing a structural gap in the market: the Directors believe that the rising cost of preparing for a listing and the difficulty in sourcing of cash shells has left credible projects and teams without a viable route to the public markets, Gledhow intends to position itself to assist these companies.
• Penina Resources Limited (“Penina”), the first vehicle: Penina is 100% owned by Gledhow, and the Company intends to identify a potential target for acquisition by Penina alongside admission to an appropriate stock exchange.
• Recapitalised balance sheet: £545,000 raised since August 2026 at 1 pence per share (a premium to the then prevailing share price); £219,000 net cash acquired with the Penina acquisition, with consideration shares issued at 1 pence; £219,556 of Convertible Loan Notes (CLNs) extinguished using cash received on the acquisition of Penina.

 

• Debt free: following repayment of the final tranche of £48,465.76 of CLNs held by P4 Capital Ltd in November 2026, and the settlement of other creditors through the share issue described below, Gledhow is now debt free.

 

• Investment Portfolio: as of today, the Company’s principal listed investments have an aggregate market value of approximately £330,000, and the Company holds cash of approximately £786,000, after the P4 Capital Ltd debt repayment. The Board intends to provide further updates on the portfolio in due course.

The Market Opportunity

The Directors believes that structural changes in the UK junior resources market have created an opportunity for a more efficient route to market for early-stage natural resources businesses.

The Directors also believe that the costs, time and complexity associated with preparing an early-stage resources company for a public market listing can represent a significant barrier, particularly for businesses with promising projects but limited access to development capital.

This is set against a backdrop of sustained pressure on the global exploration sector. Global non-ferrous mineral exploration budgets totalled approximately US$12.4 billion in 2025, around 40% below the 2012 peak of approximately US$20.5 billion (S&P Global Market Intelligence). The Directors believe that this reflects the continued challenges facing the funding of early-stage exploration, notwithstanding the longer-term strategic importance of securing supplies of copper, uranium and other critical natural resources.

Against this backdrop, the Directors believe there is an opportunity to provide a more streamlined and cost-efficient model through which prospective natural resources businesses can access the public markets.

By centralising origination, corporate structuring, governance, listing preparation and capital markets access, the Directors believe that Gledhow can bring new vehicles to market more efficiently, reducing the costs of listing preparation.

The Gledhow Model

The model is built around four stages, with Gledhow participating at each:

• Origination: proprietary deal flow through the networks of the Board and the Company’s Strategic Adviser across the resources sector, with commodity themes and assets selected for their listing potential and screened using data-led exploration intelligence to prioritise assets.
• Incubation: Gledhow incorporates, structures and seeds each vehicle, appoints its board and builds its initial asset base, retaining an early-stage shareholding.
• Listing: Gledhow leads each vehicle through its pre-IPO and IPO financings to admission, which the Board expects to represent the first significant valuation inflection point. Where appropriate, Gledhow may also earn transaction and advisory fees.
• Value crystallisation: shareholdings from successful listings and milestone accomplishments, will provide liquidity events for Gledhow to exit.

Alongside the incubation platform, Gledhow will continue to deploy capital into listed and unlisted resource companies, typically through placings and other special situations where value can be gained. These investments are expected to generate income that supports the Company’s running costs and funds new vehicles.

The Board believes this combination of incubation and active investment offers Gledhow shareholders an asymmetric return profile: early entry into each vehicle; diversification across vehicles and commodities, rather than exposure to a single binary asset outcome; and a quoted corporate base that can scale without a proportionate increase in overhead.

The Company’s focus is on, but not limited to, copper, uranium and natural gas, including operational projects in established jurisdictions.

Penina Resources: The First Vehicle

Penina, acquired by Gledhow in August 2026, is to be the first vehicle under the Company’s new strategy. Gledhow is currently evaluating opportunities for Penina and intends to seek admission to an appropriate stock exchange, simultaneously with an acquisition, once a suitable opportunity is identified. On such admission, Gledhow expects to retain a significant shareholding in Penina, albeit diluted by any transaction / consideration related share issues.

Guy Miller, Managing Director, commented:

“We believe that in junior resources, much of the value is created early in the life cycle. That is where Gledhow intends to operate. Our objective is to originate the next generation of listed resource companies, hold a meaningful pre-IPO position in each, and give our shareholders access to that stage of value creation through the Company.

We think the market has made it harder and more expensive for good projects and good teams to prepare for a listing. We see that as the opportunity. We believe that a platform that can originate, structure and list vehicles repeatedly, and share its cost base across a pipeline, has a structural advantage over the single-asset model.”

Issue of Equity

The Company has agreed with certain creditors to settle amounts owed totalling £94,750 through the issue of 9,475,000 new ordinary shares of 1 pence each (“Fee Shares”) at an issue price of 1 pence per Fee Share, in lieu of cash payment.

The Company has also agreed to grant the holders of the Fee Shares 4,737,500 warrants, on the basis of one warrant for every two Fee Shares, vesting immediately, exercisable at 1.5 pence per share and expiring 24 months from grant (“Warrants”). The Warrants are on the same terms as the warrants announced on 13 August 2026 and 19 October 2026. Following this grant, the Company will have 42,937,500 warrants in issue.

Admission and Total Voting Rights

Application will be made for the Fee Shares to be admitted to trading on the Access segment of the Aquis Growth Market (“Admission”). Admission is expected to occur on or around 12 November 2026.

In accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, on Admission the Company will have 193,659,984 ordinary shares of 1 pence each in issue, each carrying the right to one vote. The Company holds no ordinary shares in treasury.

Accordingly, the figure of 193,659,984 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 Company accept responsibility for the contents of this announcement.

**ENDS**

For further information please contact:

 

Gledhow Investments plc
Guy Miller	+44 (0) 20 7220 9795
Cairn Financial Advisers LLP (Aquis Corporate Adviser)
Mark Anwyl / James Western	+44 (0) 20 7213 0880
Tavira Financial Limited (Corporate Broker)
Jonathan Evans	+44 (0) 20 7100 5100
Investor Enquiries
Sasha Sethi	+44 (0) 7891 677 441 sasha@flowcomms.com