REG - Capital Limited - Publication of Circular and Notice of GM

CapitalAnnouncement

Mon 14:00

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RNS Number : 7764I  Capital Limited  24 November 2025

Capital Limited

("Capital", the "Group" or the "Company")

Publication of Circular and Notice of General Meeting

Introduction

On 21 November 2025, Capital announced that it had successfully raised gross
proceeds of £31 million (approximately US$40 million) before expenses, via a
placing of 28,581,503 new common shares in the Company at a price of 107 pence
per share. The net proceeds of the Placing of £29 million (approx. US$38
million) will provide additional balance sheet capacity to support the Group's
growth strategy as it seeks to capitalise on a highly favourable demand
environment and a tightening equipment market.

The Placing Shares are to be issued in two tranches. Admission of the first
tranche of 19,672,200 Placing Shares (the "First Placing Shares") is expected
to become effective at 8.00 a.m. on 25 November 2025. The allotment and issue
of the second tranche of 8,909,303 Placing Shares (the "Second Placing
Shares") is conditional upon the passing of the necessary resolutions of the
shareholders of the Company.

General Meeting

The Company announces that a circular (the "Circular") containing a notice
(the "Notice") convening a general meeting at which resolutions will be
proposed to inter alia approve the allotment and issue of the Second Placing
Shares (the "General Meeting") will today be published and posted to
shareholders of the Company.

The General Meeting will be held at the London office of Panmure Liberum,
Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY, United
Kingdom on 11 December 2025 at 10.00 a.m. GMT. The purpose of the General
Meeting is to consider and, if thought fit, to pass the necessary resolutions
to approve the issue of the Second Placing Shares and to grant an additional
authority to issue new Common Shares up to approximately 10% of the Company's
enlarged issued share capital following the issue of the Second Placing
Shares.

Shareholders who are unable to attend in person should complete and submit
their votes online or complete and return the Form of Proxy enclosed with the
Circular to the Company's registrars as soon as possible. To be valid, the
Form of Proxy provided must be lodged and received no later than 10.00 a.m.
GMT on 9 December 2025, or in the case of shares held through CREST, via the
CREST system. Details of electronic voting instructions are set out in the
Notice.

Any person who holds their interest in the Company by way of depository
interests rather than Common Shares will receive a Form of Instruction. To be
valid, the Form of Instruction must be lodged and received no later than 10.00
a.m. GMT on 8 December 2025 in accordance with the instructions in the Notice.

Webcast Presentation

Shareholders who are unable to attend in person but wish to follow the
proceedings of the General Meeting, should register for the event in advance
via the following Investor Meet link:

https://www.investormeetcompany.com/capital-limited/register-investor
(https://www.investormeetcompany.com/capital-limited/register-investor)

Shareholders should note that they will not be able to vote at the General
Meeting online and that the Investor Meet facility will only enable them to
follow the proceedings of the General Meeting, and not to vote or speak at the
General Meeting. If they wish to vote on the Resolutions, they must either
attend in person or vote by proxy. The Board urges Shareholders to vote by
proxy on the Resolutions as early as possible and recommends that Shareholders
appoint the Chairman of the Meeting as their proxy.

Shareholder Questions

Shareholders are also invited to submit questions for the Board to consider at
the General Meeting. Questions can be submitted in advance of the General
Meeting via the Investor Meet Company Platform up to 9.00 a.m. GMT on 10
December 2025, being the day before the General Meeting, or via the Investor
Meet Platform at any time during the General Meeting itself. The Board will
respond to key questions during the meeting and will provide all such answers
as soon as possible thereafter. Alternatively, please email your questions to
investor@capdrill.com by 9.00 am GMT on 10 December 2025

Copies of the Circular, including the Notice convening the General Meeting and
the full text of the Resolutions to be proposed at the General Meeting, have
been submitted to the Financial Conduct Authority's National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and are available on
the Company's website at www.capdrill.com/investors
(http://www.capdrill.com/investors) .

Total Voting Rights

Following the announcement of the results of the Placing, the number of
Placing Shares comprising the First Placing Shares was marginally reduced by
25 Placing Shares so as to be within the existing authority of the Directors
to allot and issue Common Shares free of pre-emption rights, and the number of
Placing Shares comprising the Second Placing Shares was increased
commensurately by 25 Placing Shares. This does not affect the overall number
of Placing Shares or the funds raised under the Placing. Following Admission
of the First Placing Shares, which is expected to occur on 25 November 2025,
the Company's issued share capital will comprise 216,394,478 Common Shares of
US$0.0001 each. From such Admission, this figure may be used by shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or change to their interest in, the
Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms not otherwise defined in the text of this announcement have
the meanings set out in the Circular.

 

- ENDS -

For further information, please visit Capital's website www.capdrill.com or
contact:

 

Capital Limited
 
 
investor@capdrill.com

Jamie Boyton, Executive Chair

Rick Robson, Chief Financial Officer

Conor Rowley, Commercial & Corporate Development

Ryan Tennis, Corporate Development & Investor Relations

 

Tamesis Partners
LLP
 
+44 20 3882 2868

Charlie Bendon

Richard Greenfield

 

Stifel Nicolaus Europe Limited
 
 
+44 20 7710 7600

Ashton Clanfield

Varun Talwar

 

Panmure Liberum
Limited
                                   +44 20
3100 2000

Scott Mathieson

John More

Freddie Wooding

 

FTI
Consulting
+44 20 3727 1000

Ben
Brewerton
capitallimited@fticonsulting.com

Nick Hennis

 
 
 

About Capital Limited

 

Capital Limited is a leading mining services company that provides a complete
range of drilling, mining, maintenance and geochemical laboratory solutions to
customers within the global minerals industry. The Company's services include

exploration, delineation and production drilling; load and haul services;
maintenance; and geochemical analysis. The Group's corporate headquarters are
in the United Kingdom and it has established operations in Canada, Côte
d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya,
Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America
and Zambia.

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