The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies. (Last Updated: 05 August 2022)
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.
Financial aspects of corporate governance
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 comprises five Directors of which two are executives and three 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. Although these Directors have served for many years the Board is confident that they provide independent advice and input.
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.
The Board held 21 Board meetings from 5 January 2021 to 8 December 2021, and the attendance record of individual Directors is as follows:
|Date of Meeting||Present at Meeting||In Attendance|
|05-Jan-21||CEW, HFG, WHH, GRF||TLP, CLC, WB|
|03-Feb-21||CEW, HFG, WHH, GRF||TLP|
|15-Feb-21||CEW, HFG, WHH||TLP, TN, JD|
|16-Mar-21||HFG, WHH, GRF||TLP|
|23-Jun-21||CEW, HFG, WHH, GRF||TLP, WB|
|20-Jul-21||CEW, HFG, WHH, GRF||TLP, WB|
|15-Oct-21||CEW, HFG, WHH||HDJS, TLP, WB|
Details of the current Directors, their roles and background are set out on the Company’s website at www.landore.com. The Directors all have the relevant professional experience and expertise required to fulfil their roles and discharge their duties. All appropriate resources that Directors require to augment, improve and maintain their skills and professional development and/or membership of professional bodies is available to them as needed. The non-executive Directors maintain their relevant experience and knowledge through positions held either in employment or as non-executive directors of other listed entities, details of which are provided in the Annual Report.
External legal and financial advice is provided as required on corporate matters and on operational matters the Company engages and retains independent technical consultants to complete appropriate studies and provide reports as necessary.
Company secretarial services are provided by Rysaffe International Services Ltd who also provide registrar services through Computershare. The Directors have access to the advice and services of the Company Secretariat team who are also responsible for ensuring that all Board procedures have been complied with.
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 key challenges facing the Company relate to the ongoing financing of the exploration activity and the identification of the optimal drilling locations within the licence areas, these challenges are regularly reviewed given the executive Directors extensive industry experience. The operational policy and the long-term drilling strategy are both regularly reviewed and are geared towards meeting these challenges.
The directors consider the relationship with the Company’s technical consultants and drilling team to be the key in the delivery of the Company’s long-term strategy. Key relationships are identified through the directors’ experience of both the specific resource and location of the current projects, and through their extensive experience of the industry and the market.
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 AGMs in 2017 and 2018 showed that 100% of all votes cast were in favour of all the resolutions. In future, voting details 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 and the point of contact is Glenn Featherby, Finance Director. His contact details are available on the Company’s website.
Landore believes that a successful project is best achieved through maintaining close working relationships with First Nations and other local communities, this social commitment 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 to ensure that the Company’s culture, ethical values and behaviours are recognised.
The operational Directors and senior management are heavily involved with the day to day operations of the Company including maintaining a well-run and effective site and instilling the importance of professionalism and inclusivity.
There is a schedule of matters reserved for the Board which include, management structure and appointments, strategic policy considerations, transactions, finance and other matters.
The governance framework will be monitored and adapted in line with the challenging position of the Company and its exploration activities.
Corporate Governance Committees
The Board has established two committees comprising Non-Executive Directors.
The composition of the committees is as follows:
|Helen Green (Chairman)||Helen Green (Chairman)|
|Charles Wilkinson||Charles Wilkinson|
The Audit Committee
The Audit Committee has met 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 the following were considered 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 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.
Risks are identified by the Board through the extensive experience of the Directors, as outlined above, and by their day to day involvement with the operations of the Company. Key risks are identified and documented in relation to the specific business objective that they could impact with the internal controls of the business being adapted to provide a suitable mitigation of these risks. As such there is a risk assessment and review process, which is regularly reviewed by the Board and its sub-committees, which the Board believes is an effective risk management strategy.
Grant Thornton Limited, 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.
The audit committee were in agreement with all the findings and recommendations.
The Remuneration Committee has met as recently as 21 July 2021.
The terms of reference of the Remuneration Committee are to:
The remuneration committee met during the year to consider and approve executive remuneration and any awards of share options.
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:
Departure from the QCA Code
The Board considers that compliance with the ten principles of the QCA code are met as explained in the Corporate Governance Report, other than as described below.
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. As such it is not relevant to consider succession planning. The Board will closely monitor the situation as the Company grows.
Articles of Incorporation: Click to View
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 and Broker: Cenkos Securities plc, 6 7 8 Tokenhouse Yard, London EC2R 7AS
News Releases and Notifications to AIM: Find them on our press release web page.
Shares: 115,346,301 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 05 August 2022:
|Canaccord Genuity Group Inc||9,999,955.00||8.67|
|Arconas International Ltd||5,568,142.00||4.82|
|Shareholder||Shareholding||Percentage of Issued Share Capital|
|Total % of shares not held :||7.71%|
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: 7.71%
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: 05 August 2022