Fandango Holdings PLC
10 August 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION 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"). UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION CONTAINED IN IT IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
10 August 2026
Fandango Holdings PLC
("Fandango" or the "Company")
UPDATE ON PROPOSED ACQUISITION; PROPOSED ADMISSION TO AIM; NOTICE OF INTENTION TO CANCEL LISTING ON THE OFFICIAL LIST AND ADMISSION TO TRADING ON THE MAIN MARKET
Fandango Holdings PLC announces its intention to apply:
1. to the Financial Conduct Authority ("FCA") for the cancellation of the listing of the Company's ordinary shares of 0.1p each (ISIN: GB00BF2P0G38) ("Ordinary Shares") from the equity shares (shell companies) category of the Official List of the FCA; and
2. to London Stock Exchange plc (the "London Stock Exchange") for the cancellation of the admission of the Ordinary Shares to trading on the Main Market for listed securities,
together, the "Cancellation".
The Company intends to seek admission of its existing issued Ordinary Shares and any new Ordinary Shares to be issued in connection with the Proposed Transaction, as defined below, to trading on AIM, a market operated by the London Stock Exchange ("AIM Admission"). Cancellation is conditional upon completion of the Proposed Transaction and AIM Admission becoming effective.
It is expected that Cancellation and Admission will occur simultaneously.
Background to the proposed Cancellation and AIM Admission
As announced on 29 May 2026, the Company entered into non-binding heads of terms relating to the proposed acquisition of a significant interest in a historically productive silver property located in Idaho, USA.
The Company can provide the following update and information:
The silver property in Idaho is the Canyon Silver lead, zinc and silver mine in Northern Idaho, USA ("Canyon Silver"). The Company proposes to acquire up to 50% of the shares of the private US company which owns interests in historic patented mining claims located within the Coeur d'Alene Mining District in Shoshone County, Idaho, one of the world's best-known silver mining districts (the "Proposed Transaction").
The Board believes the Proposed Transaction represents an opportunity to transform the Company from a cash shell into an operating natural resources business through the acquisition of a project located in an established mining jurisdiction.
Further technical information regarding Canyon Silver and its assets will be included in the Competent Person's Report and Admission Document, subject to completion of the Proposed Transaction.
The Board believes that AIM, an established growth market for smaller and growing companies, is likely to be a market more appropriate for the expected size, structure and stage of development of the enlarged group following completion of the Proposed Transaction.
Shareholders should note that the regulatory regime applying to companies whose shares are admitted to trading on AIM differs from that applying to companies whose shares are admitted to the Official List and to trading on the Main Market.
Further information about the Proposed Transaction and the proposed AIM Admission will be included in an AIM Admission Document to be published in due course in connection with the Proposed Transaction.
Cancellation under UK Listing Rules ("UKLR") 21.2.17R
As the Ordinary Shares are listed in the equity shares (shell companies) category, the Company is required under UKLR 21.2.17R to notify a regulatory information service and give not less than 20 business days' notice of the intended Cancellation.
No shareholder approval is required under the UKLR, as the shareholder approval requirement in UKLR 21.2.8R does not apply to shares listed in the equity shares (shell companies) category.
Accordingly, the Company hereby gives notice that it has requested the Cancellation.
Subject to the FCA approving the Company's application for cancellation of the listing of the Ordinary Shares and the London Stock Exchange completing the corresponding cancellation of admission to trading on the Main Market, it is currently expected that the Cancellation will become effective at 8.00 a.m. in early November 2026. (A further notification confirming a specific date will be made nearer the time). The Cancellation is conditional upon completion of the Proposed Transaction and AIM Admission becoming effective.
Proposed AIM Admission
The Company intends subsequently to seek AIM Admission in conjunction with completion of the Proposed Transaction.
AIM Admission will require, among other matters:
· completion of satisfactory legal, financial, technical and commercial due diligence;
· agreement and execution of definitive transaction documentation;
· publication of an AIM Admission Document in accordance with the AIM Rules for Companies;
· approval of the Proposed Transaction by the Company's shareholders at a general meeting;
· completion of any associated fundraising;
· completion of the Proposed Transaction;
· the London Stock Exchange agreeing to admit the enlarged issued share capital of the Company to trading on AIM; and
· satisfaction of any other regulatory, contractual or third-party conditions applicable to the Proposed Transaction.
The Company is in the process of completing the appointment of key advisors required to process the Transaction (nominated adviser, broker, reporting accountants and legal advisers).
The Company is targeting Admission in early November 2026, however there can be no certainty that the Proposed Transaction will complete on this time scale, or at all, or that AIM Admission will become effective.
If the Proposed Transaction is terminated, materially delayed or otherwise does not proceed, the Company will make a further announcement as appropriate.
Existing suspension
Trading in the Ordinary Shares is currently suspended.
The suspension is expected to continue until the Cancellation becomes effective.
The Cancellation will terminate the listing of the Ordinary Shares on the Official List and their admission to trading on the Main Market.
Shareholders will not have an opportunity to trade the Ordinary Shares on the Main Market before the Cancellation unless the suspension is separately lifted, which the Company does not currently expect.
Consequences of the Cancellation
Upon the Cancellation becoming effective:
· the Ordinary Shares will cease to be listed on the Official List;
· the Ordinary Shares will cease to be admitted to trading on the Main Market;
· the UK Listing Rules will cease to apply to the Company;
· the Company will no longer be required to appoint a sponsor in respect of matters requiring one under the UK Listing Rules;
· certain provisions of the Disclosure Guidance and Transparency Rules that apply by reason of admission to a regulated market will cease to apply.
UK MAR and disclosure obligations
Until the Cancellation becomes effective, the Company will remain subject to its applicable obligations under UK MAR, the Disclosure Guidance and Transparency Rules and the UK Listing Rules.
The Company will continue to assess whether developments relating to the Proposed Transaction, the Cancellation or AIM Admission constitute inside information requiring disclosure.
Indicative timetable regarding Cancellation
The dates below are indicative only and may be subject to change.
|
Event |
Expected date |
|
Publication of this announcement and commencement of the 20-business-day notice period |
10 August 2026 |
|
Last day of listing on the Official List and admission to trading on the Main Market |
30 October 2026 |
|
Cancellation of listing and Main Market admission effective* Admission of trading on AIM* |
early November 2026 early November 2026 |
Further announcements
The Proposed Transaction remains subject to due diligence, definitive documentation, regulatory approvals, shareholders' approval and other conditions.
There can be no certainty that the Proposed Transaction will complete or that AIM Admission will become effective.
*The timeline above remains indicative and is subject to change. If any of the above times and/or dates change materially, the revised times and/or dates will be notified to shareholders by way of a further announcement.
For further information, please contact:
Fandango Holdings plc
Charles Tatnall, Chairman crstatnall@gmail.com
Person responsible for arranging release
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Charles Tatnall, Chairman.
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