REG - Capital Metals PLC - Grant of Share Options & Warrants

Capital MetalsAnnouncement

01/08/2023 16:15

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RNS Number : 9610H  Capital Metals PLC  01 August 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

1 August 2023

 

Capital Metals plc

 

("Capital Metals" or the "Company")

 

Grant of Share Options and Warrants

&

Issue of Equity

 

Capital Metals (AIM: CMET), a mineral sands company approaching mine
development stage at the high-grade Eastern Minerals Project in Sri Lanka (the
"Project"), announces the grant of share options over 8,000,000 ordinary
shares to certain Directors as set out below, as well as 3,050,000 options to
employees and consultants, (the "Options") for the purpose of encouraging the
retention of key individuals and, in the case of the executive director,
providing additional incentives aligned to future success milestones. In
addition, 1,000,000 warrants ("Warrants") have been issued to service
providers of the Company.

 

Following this announcement, and the cancellation of 8,750,000 historical
share options, the Company now has a total of 14,550,000 share options in
issue, representing approximately 4.8% of the fully diluted share capital of
the Company. In addition, there are 13,088,405 warrants outstanding.

 

 

Schedule of Directors Options

 

 DIRECTOR     ROLE                    DATE OF        NO. OPTIONS GRANTED  EXERCISE PRICE  VESTING CONDITIONS  EXPIRY DATE

                                      GRANT
 Greg Martyr  Executive Chairman      1 August 2023  6,000,000            3p              See *Note 1         31 July 2028
 James Leahy  Non-Executive Director  1 August 2023  2,000,000            3p              See *Note 2         31 July 2028

 

*Note 1: Options granted to Mr Martyr are in consideration of additional
responsibilities taken on as Executive Chairman from 1 July 2023, and are
aligned to the following future success milestones:

 

·    One-third shall vest on full reinstatement of Industrial Mining
Licences 16236 and 16237 (which were suspended as announced on 12 December
2022)

·    One-third shall vest on signing of a joint venture agreement with LB
Group (as announced on 9 May 2023) to fund the development of the Project (or
such similar agreement with another entity)

·    One-third shall vest when the 30-day volume weighted average share
price of the Company exceeds 5 pence

 

1,500,000 options which had previously been granted to Mr Martyr have been
cancelled.

 

*Note 2: One-third of the Options granted to Mr Leahy shall vest immediately,
and one-third shall vest on each of the following two anniversaries of the
date of grant. 1,500,000 options which had previously been granted to Mr Leahy
have been cancelled.

 

Related Party Transaction

 

The issue of the Options to Mr Martyr and Mr Leahy have been treated as
related party transactions under AIM Rule 13.

 

As recipients of Options, Mr Martyr and Mr Leahy are not independent and have
not taken part in the Board's consideration of the Option grant. Teh Kwan Wey
is the independent director for this purpose. The independent director
considers, having consulted with SPARK Advisory Partners Limited, the
Company's nominated adviser, that the terms of the Option grant to Messrs
Martyr and Leahy are fair and reasonable insofar as the Company's shareholders
are concerned.

 

Other Warrants & Options

 

3,050,000 options and 1,000,000 warrants, all with an exercise price of 3
pence and an exercise period ending 31 July 2028, have been awarded to service
providers, consultants and employees of the Company.

 

Issue of Equity

 

Capital Metals has issued 2,047,600 ordinary shares of 0.2 pence each
("Ordinary Shares") at a price of 1 pence per share to various service
providers as consideration for services rendered. Application will be made to
the London Stock Exchange for admission of these shares, which will be issued
fully paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares, to trading on AIM ("Admission"). It is expected that
Admission will become effective and dealings in the Subscription Shares will
commence at 8.00 a.m. on or around 7 August 2023.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 277,621,598 with voting rights. 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 a change
to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

 

For further information, please visit www.capitalmetals.com
(http://www.capitalmetals.com) or contact:

 

 Capital Metals plc                           Via Vigo Consulting

 Greg Martyr (Executive Chairman)
 Vigo Consulting (Investor Relations)         +44 (0)20 7390 0234

 Ben Simons / Peter Jacob                     capitalmetals@vigoconsulting.com (mailto:capitalmetals@vigoconsulting.com)
 SPARK Advisory Partners (Nominated Adviser)  +44 (0)20 3368 3554

 Neil Baldwin / James Keeshan
 Tavira Financial                             +44 (0)20 7100 5100

 Jonathan Evans / Oliver Stansfield

 

About Capital Metals

 

Capital Metals plc is a British company quoted on the AIM segment of the
London Stock Exchange and one of only a few foreign investors in Sri Lanka's
mining industry. After investing US$11 million in exploration and development
activities including detailed environmental assessments between 2017 and 2022,
the Company's Sri Lankan subsidiary, Damsila Exports (Pvt) Limited, was issued
an initial two licences in August 2022 to mine heavy mineral sands in the
Eastern Province, containing industrial minerals including ilmenite, rutile,
zircon, and garnet.

 

Appendix - Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely associated with
them.

 

 1.        Details of the person discharging managerial responsibilities/person closely
           associated
 a)        Name                                                         Greg Martyr
 2.        Reason for notification
 a)        Position/Status                                              Executive Chairman
 b)        Initial notification/                                        Initial notification

           Amendment
 3.        Details of the issuer, emission allowance market participant, auction
           platform, auctioneer or auction monitor
 a)        Name                                                         Capital Metals plc
 b)        LEI                                                          213800RR4MW1ETEMS859
 4.        Details of the transaction(s): section to be repeated for (i) each type of
           instrument; (ii) each type of transaction; (iii) each date; and (iv) each
           place where transactions have been conducted
 a)        Description of the financial instrument, type of instrument  Options over ordinary shares of 0.2 pence per share par value

Identification Code

                                                                        ISIN: GB00BMF75608
 b)        Nature of the transaction                                    Grant of options over ordinary shares
 c)        Price(s) and volume(s)
                                                                                    Price       Volume
           3p per share                                                             6,000,000

 d)        Aggregated information                                       As above

           - Aggregated Volume

           - Price
 e)        Date of the transaction                                      1 August 2023
 f)        Place of the transaction                                     Outside a trading venue

 

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         James Leahy
 2.  Reason for notification
 a)  Position/Status                                              Non-Executive Director
 b)  Initial notification/                                        Initial notification

     Amendment
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Capital Metals plc
 b)  LEI                                                          213800RR4MW1ETEMS859
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Options over ordinary shares of 0.2 pence per share par value

Identification Code

                                                                  ISIN: GB00BMF75608
 b)  Nature of the transaction                                    Grant of options over ordinary shares
 c)  Price(s) and volume(s)
                                                                              Price       Volume
     3p per share                                                             2,000,000

 d)  Aggregated information

     - Aggregated Volume

     - Price
 e)  Date of the transaction                                      1 August 2023
 f)  Place of the transaction                                     Outside a trading venue

 

 

 

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