URA HOLDINGS PLC

The following information is disclosed by URA Holdings plc (“URA” or “the Company”) in accordance with Rule 26 of the AIM Rules. These requirements were last reviewed and updated by the company on 21 December 2017.

BUSINESS DESCRIPTION

URA became an AIM Rule 15 cash shell on 20 December 2017 pursuant to which it must make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before 20 June 2018 or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which, the Company's New Ordinary Shares will then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

URA is agnostic in relation to sectors but the Company will focus on an acquisition that can create significant value for shareholders in the form of capital growth and/or dividends.

The Company has a new constituted Board that has a proven track record in creating value for shareholders.

The company raised £900,000 (gross) in December 2017 and is debt free.

BOARD OF DIRECTORS

Peter Redmond – Chairman

Peter Redmond is a corporate financier with over 30 years of experience in corporate finance and venture capital. He has acted on and assisted a wide range of companies to attain a listing over many years on the Unlisted Securities Market, the Main Market of the London Stock Exchange and AIM, whether by IPO or in many cases via reverse takeovers, across a wide range of sectors, ranging from technology through financial services to natural resources and, in recent years has done so as a director of the companies concerned. He was a founder director of Cleeve Capital plc (now Satellite Solutions Worldwide Group plc) and Mithril Capital plc (now Be Heard Group plc), both listed on AIM, and took a leading role in the reconstruction and refinancing of AIM-quoted Kennedy Ventures plc and 3Legs Resources plc (now SalvaRx Group plc). He is a director of Hemogenyx plc and Pires Investments plc.

Melissa Sturgess – Executive Director

Melissa Sturgess holds a BSc and an MBA and has many years of experience as a director of AIM and ASX quoted companies. She was most recently a key driver in the successful recapitalisation of Messaging International plc during 2016 which subsequently changed its name to SigmaRoc Plc, acquired a building materials business via a reverse takeover and raised £50 million from a range of investors in the Channel Islands and the UK.

Alex Gostevskikh – Non-Executive Director

Alex Gostevskikh MSc MBA, is a geologist with 28 years of experience in international mining and exploration for such commodities as gold, silver, antimony, mercury, and base metals. He has extensive corporate experience through his involvement with a number of listed companies on the TSE and NYSE markets. Prior to joining Uranium Resources he was a Regional Exploration Manager for Centerra Gold Inc (TSE:CG), the largest Western gold producer in Central Asia and has held other positions including Exploration Manager for Gulf International Minerals, Senior Geologist for Kinross Gold (TSE:K) and Amax Gold, as well as consulting engagements with a number of major and junior mineral exploration companies. Alex brings a valuable combination of many years' experience in both mining operations and exploration.
Alex is a QP member of the Mining and Metallurgical Society of America and acts as a Competent Person under the definitions of the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and as a Qualified Person under the AIM Note for Mining, Oil and Gas Companies.

CORPORATE GOVERNANCE

As an AIM listed company, the Company is not required to comply with the UK Corporate Governance Code, however the Board supports the general principles therein.

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.

The Group is currently led and controlled by a Board consisting of three Directors.

Board Committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:

Audit Committee Nomination Committee Remuneration Committee
Peter Redmond Director YES YES YES
Melissa Sturgess Director NO YES YES
Alex Gostevskikh Director YES NO NO

Audit Committee

The purpose of the Audit Committee, which is chaired by Peter Redmond, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:

• to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company's performance;
• to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
• to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
• to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems; and
• to review, at least annually, the need for an internal audit function.

Nomination Committee

The purpose of the Nomination Committee which is chaired by Melissa Sturgess is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The key terms are as follows:

• to regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
• to prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
• to satisfy itself with regard to succession planning.

Remuneration Committee

The purpose of the Remuneration Committee, which is chaired by Peter Redmond, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:

• to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors;
• to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options;
• to determine targets for any performance related pay schemes; and
• to determine the policy for and scope of pension arrangements for full-time Executive Directors.

As part of the new strategy, the new Directors have introduced a reduced remuneration policy of £12,000 per annum to ensure corporate overheads are kept to a minimum. This is also a reflection of the Company’s commitment to completing an acquisition.

COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION

URA is incorporated and registered in England with company number 5329401.
The Company’s registered office is 6th Floor, 60 Gracechurch Street, London EC3V 0HR
The Company is subject to the UK Takeover Code.
The Company's main country of operation is the United Kingdom.

CONSTITUTIONAL DOCUMENTS

The Company’s Articles of Association:

Articles of Association

SHAREHOLDER INFORMATION

Shares

The Company's shares are admitted to trading on AIM.

There are no other exchanges or trading platforms to which the Company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.

There are no restrictions on the transfer of securities.

Total issued share capital 267,566,611

Total Voting Rights 267,566,611

Percentage issued share capital not in public hands is 26.3%.

Significant Shareholders

As of 21 December 2017 the Company had been notified of the following holdings comprising more than three per cent of the issued share capital of the company:

Shareholder name Number of shares Holding %
Estes Limited 37,103,611 13.9
Spreadex Ltd 15,555,556 5.81
D. C. Steinpreis 10,000,000 3.737


The directors of URA have the following beneficial interests in the Company

Shareholder name Number of shares Holding %
Melissa Sturgess 22,222,222 8.3
Peter Redmond 11,111,111 4.2
Alex Gostevskikh 6,666,667 2.5

FINANCIAL INFORMATION

Annual and Interim Reports

Annual Report & Accounts, 30 June 2017  (162Kb)
Interim report for the period ending 31 Dec 2016  (45Kb)
Annual Report & Accounts, 30 June 2016 and Notice of AGM  (189Kb)
Interim report for the period ending 31 Dec 2015  (45Kb)
Annual Report & Accounts, 30 June 2015  (169Kb)
Interim report for the period ending 31 Dec 2014  (36 Kb)
Annual Report & Accounts, 30 June 2014  (174Kb)
Interim report for the period ending 31 Dec 2013  (9 Kb)
Annual Report & Accounts, 30 June 2013  (351 Kb)
Interim report for the period ending 31 Dec 2012  (168 Kb)
Annual Report & Accounts, 30 June 2012  (324 Kb)
Interim report for the period ending 31 Dec 2011  (181 Kb)
Annual Report & Accounts, 30 June 2011  (211 Kb)
Interim report for the period ending 31 Dec 2010  (304 Kb)

COMPANY ANNOUNCEMENTS

02 Jan 2018Holdings in Company Update
(PDF 122Kb)
02 Jan 2018Holdings in Company Update
(PDF 191Kb)
22 Dec 2017Notice of AGM
(PDF 34Kb)
22 Dec 2017Annual Report & Accounts, 30 June 2017
(PDF 162Kb)
21 Dec 2017Completion of Placing and New Strategy
(PDF 198Kb)
20 Dec 2017Result of General Meeting
(PDF 356Kb)
20 Dec 2017Change of Name
(PDF 232Kb)
19 Dec 2017Final Results, 30 June 2017
(PDF 631Kb)
11 Dec 2017Holdings in Company
(PDF 311Kb)
04 Dec 2017Proposed Disposal of the Mtonya Project and Share Capital Reorganisation
(PDF 81Kb)
04 Dec 2017Shareholder Circular and Notice of Meeting
(PDF 1.5Mb)
06 Nov 2017Estes Loans Update
(PDF 8Kb)
05 Jul 2017Estes Loans and Licence Update
(PDF 13Kb)
04 Apr 2017Directorate Change
(PDF 8Kb)
17 Mar 2017Estes Loans Extended
(PDF 13Kb)
09 Mar 2017Interim Report for the Period Ending 31 Dec 2016
(PDF 61Kb)
12 Jan 2017Share Price Movement and Estes Loans
(PDF 12 Kb)
21 Nov 2016Annual Report & Accounts, 30 June 2016 and Notice of AGM
(PDF 189Kb)
30 Sep 2016Estes Loans Extended
(PDF 7Kb)
24 Aug 2016Loan Extension
(PDF 8Kb)
05 Aug 2016Change of Registered Address
(PDF 6 Kb)
14 Jul 2016Extension of Loan Agreements
(PDF 8 Kb)
21 Apr 2016Estes Loan Increase
(PDF 13 Kb)
29 Mar 2016Interim report for the period ending 31 Dec 2015
(PDF 45 Kb)
17 Mar 2016Extension of Estes loan
(PDF 13 Kb)
17 Dec 2015Results of AGM 2015
(PDF 7Kb)
11 Nov 2015Annual Report & Accounts, 30 June 2015
(PDF 169Kb)
18 May 2015Repricing of Options and Issue of Equity
(PDF 13 Kb)
24 Mar 2015Interim report for the period ending 31 Dec 2014
(PDF 36 Kb)
20 Mar 2015Loan Agreement
(PDF 23 Kb)
06 Mar 2015Directorate Change
(PDF 10 Kb)
30 Dec 2014Annual Report & Accounts, 30 June 2014
(PDF 174Kb)
29 Oct 2014Resignation of Director
(PDF 81 Kb)
21 Jul 2014Notification of major interest in shares
(PDF 15 Kb)
18 Jul 2014URA Corporate Update
(PDF 13 Kb)
31 Mar 2014Appointment of Director
(PDF 9 Kb)
24 Mar 2014Loan Facility Agreement
(PDF 9 Kb)
04 Mar 2014Change of Nomad and Broker
(PDF 9 Kb)
05 Dec 2013Results of AGM 2013
(PDF 9 Kb)
23 Sep 2013Operations Update
(PDF 88 Kb)
03 May 2013Maiden Resource
(PDF 545Kb)
25 Oct 2012Mtonya Update
(PDF 475 Kb)
19 Sep 2012Mtonya Update
(PDF 131 Kb)
23 Jul 2012Mtonya Update
(PDF 115 Kb)

ADMISSION DOCUMENT AND CIRCULARS

Link: AIM Admission Document

Link: 2017 Shareholder Circular and Notice of Meeting

Link: Instrument constituting Placing Warrants and Bonus Warrants

ADVISERS

Nominated Adviser and Broker


Northland Capital Partners Limited
60 Gresham Street
London EC2V 7BB

Auditor

UHY Hacker Young
4 Thomas More Square
London E1W 1YW

Joint Broker

Peterhouse Corporate Finance Limited
New Liverpool House
15 Eldon Street
London EC2M 7LD

Solicitors

Shakespeare Martineau LLP
No 1 Colmore Square
Birmingham B4 6AA

Financial PR

Tavistock
1 Cornhill
London EC3V 3ND

Registrar

Computershare Investor Services plc
PO Box 82, the Pavillions
Bridgwater Road
Bristol BS99 7NH