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AIM RULE 26

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies. (Last Updated: 18 September 2018)

Name: LANDORE RESOURCES LIMITED

Registration: Island of Guernsey on the 16th day of February 2005, pursuant to an Act of the Royal Court of the island. Company registered number 42821.

Main Country of Operation: United Kingdom

Other countries of Operation: Canada, United States of America

Description of Business: Landore Resources Limited (Landore) is an AIM listed (trading symbol LND.L) holding company for its 100% owned reporting subsidiary Landore Resources Canada Inc. (Landore Canada).

Landore Canada is engaged in mineral exploration and development, with the present focus of its operations being mineral exploration in the provinces of Ontario, Quebec and New Brunswick. Landore Canada's principal propert is the Junior Lake Property located in the Thunder Bay Mining District of Ontario. Landore Canada is also the owner of other properties in Canada and Nevada in the U.S. containing gold and base metal drill intersections.

Landore's objective is to become a successful mineral explorer and create capital growth for shareholders through the discovery of economic mineral deposits.

Directors: The names and brief biographical details of Landore's directors can be accessed on our Board & Management page.

Corporate governance statement

As an AIM-quoted company, Landore Resources Limited (“Landore” or the “Company”) and its subsidiaries (together, the “Group”) is required to apply a recognised corporate governance code, demonstrating how the Group complies with such corporate governance code and where it departs from it.

The Directors of the Company have formally taken the decision to apply the QCA Corporate Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which small to medium sized companies, such as Landore, have been created. The Company will provide annual updates on its compliance with the QCA Code in its Annual Report.

The Board

The Board comprises four Directors of which two are executives and two are non-executives, including the Chairman, reflecting a blend of different experience and backgrounds. The Board considers Charles Wilkinson and Helen Green to be independent non-executives in terms of the QCA guidelines.

The Board meets throughout the year and all major decisions are taken by the full Board. The Group’s day-to-day operations are managed by the Executive Directors. All Directors have access to the Company Secretary and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group.

The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fill their roles.

Details of the current Directors, their roles and background are set out on the Company’s website at www.landore.com.

The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered independent and has adequate separation from the day-to-day running of the Group

The role of the Chief Executive Officer is for the strategic development of the Group and for communicating it clearly to the Board and, once approved by the Board, for implementing it. In addition, the Chief Executive Officer is responsible for overseeing the management of the Group and its executive management.

Application of the QCA Code

In the spirit of the QCA Code it is the Board’s job to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.

Landore is an exploration company that seeks to grow shareholder value through the acquisition,  exploration  and  development  of  precious  and base  metal projects in eastern Canada. The Company seeks to promote the long-term value for shareholders by leveraging the technical knowledge and experience of its executive directors and senior management to achieve further significant uplift in its mineral resources and complete the necessary associated technical work.

The Company remains committed to listening to, and communicating openly with, its shareholders to ensure that its strategy, business model and performance are clearly understood. The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM will be published via RNS and on the Company’s website. In addition, the Board organises regular update meetings with both the shareholders and the Company’s brokers. Regular progress reports are also made via RNS’s and the point of contact is Richard Prickett, Finance Director – ropfinance@aol.com.

Landore believes that a successful project is best achieved through maintaining close working relationships with First Nations and other local communities, this social ideology is at the forefront of all of Landore’s exploration initiatives by establishing and maintaining co- operative relationships with First Nation communities, hiring local personnel and using local contractors and suppliers.

Landore’s management maintains a close dialogue with local communities and its workforce. Where issues are raised, the Board takes the matters seriously and, where appropriate, steps are taken to ensure that these are integrated into the Company’s strategy.

Careful attention is given to ensure that all exploration activity is performed in an environmentally responsible manner and abides by all relevant mining and environmental acts. Landore takes a conscientious role in all of its operations and is aware of its social responsibility and its environmental duty.

Both the engagement with local communities and the performance of all activities in an environmentally and socially responsible way are closely monitored by the Board and ensure that ethical values and behaviours are recognised.

Corporate Governance Committees

The Board has established two committees comprising Non-Executive Directors.

The composition of the committees is as follows:

Audit Remuneration
Helen Green (Chairman)  Helen Green (Chairman) 
Charles Wilkinson Charles Wilkinson

The Audit Committee

The Audit Committee meets twice during the year to review the published financial information, the effectiveness of external audit and internal financial controls including the specific matters set out below.

The terms of reference of the Audit Committee are to assist all the Directors in discharging their individual and collective legal responsibilities and during the meetings to ensure that:

The audit committee does not consider there is a need for an internal audit function given the size and nature of the Group.

Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties (which are set out in the latest annual report) and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group’s Management, External Service Providers and Advisors and received regular updates. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.

Grant Thornton, the current external auditors, have been in office since 2009 which was the last time a tender for the audit took place.

The external auditors are invited to attend the Audit Committee meeting to present their findings and this provides them with a direct line of communication to the Directors.

Remuneration Committee

The terms of reference of the Remuneration Committee are to:

The Company does not currently have a Nominations Committee, which the Board considers to be appropriate given the Company’s size and nature, but it will continue to monitor the situation as it grows.

Internal control

The Directors acknowledge their responsibility for the Group’s system of internal control, which is designed to ensure adherence to the Group’s policies whilst safeguarding the assets of the Group, in addition to ensuring the completeness and accuracy of the accounting records. Responsibility for implementing a system of internal financial control is delegated to the Finance Director. The essential elements of the Group’s internal financial control procedures involve:

Detailed financial projections for the current financial year are prepared and subject to formal review at Board meetings.

The Directors aim to monitor the Group’s performance through the preparation of quarterly management accounts and regular reviews of expenditure and projections.

Departure from the QCA Code:

In accordance with the AIM Rules for Companies, Landore departs from the QCA Code in the following way:

Principle 7 – “Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”

Landore’s board is small and extremely focussed on implementing the Company’s strategy. However, given the size and nature of Landore, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as it grows.

Charles Wilkinson
Non-Executive Chairman

CONSTITUTIONAL DOCUMENTS:

Articles of Incorporation: Click to View

ADVISERS

Auditor:Grant Thornton Lt., P.O. Box 313, Lefebvre Street, St. Peter Port, Guernsey, GY1 3TF

Solicitors: Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH

Registrars and transfer agents:Rysaffe International Services Limited, P.O. Box 141, La Tonnelle House, Les Banques, St. Samson, Guernsey, GY1 3HS

Nominated Advisor: Strand Hanson Limited - 26 Mount Row, London W1K 3SQ

Broker: Cenkos Securities plc, 6 7 8 Tokenhouse Yard, London EC2R 7AS

Admission Documents: A copy of the Company's admission document can be downloaded here.

News Releases and Notifications to AIM: Find them on our press release web page.

SHARES IN ISSUE

Shares: 1,045,915,779 Ordinary Shares of 1p each one.

Lock-In Agreements: There are no lock-in agreements.

Substantial and Significant Shareholders: Find details in the following chart:

The Company is aware of the following holdings of more than 3% of the share capital of the Company as at 11th April 2018:

Shareholder name Percentage of issued share capital
Cannacord Genuity Group Inc
Taheh International Ltd
Arconas International Ltd
W Humphries
Vidacos Nominees Ltd. a/c FGN
Luna Nominees Ltd.
13.80%
11.90%
10.60%
6.80%
4.00%
3.70%

Details of other exchanges or trading platforms: The securities of Landore Resources Limited are traded on AIM, the market of that name operated by the London Stock Exchange Plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platforms.

Percentage of AIM securities not in public hands: 38%

Restrictions on the transfer of the company's AIM securities: None.

Shareholders Rights: Landore Resources Limited is a company incorporated in Guernsey and shareholder rights may therefore differ from the rights of shareholders incorporated in England and Wales.

UK City Code on Takeovers and Mergers: Landore Resources Ltd is subject to the UK City Code on Takeovers and Mergers

Financials: See Annual Report

Last Updated Date: 18 September 2018