REG - Capital Metals PLC - Notice of GM & Directorate Change

Capital MetalsAnnouncement

23/06/2023 12:15

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RNS Number : 7635D  Capital Metals PLC  23 June 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.

 

23 June 2023

 

Capital Metals plc

 

("Capital Metals" or the "Company")

 

Notice of General Meeting,

Directorate Change

&

Change of Registered Office

 

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 that it has today published a circular containing a
notice of General Meeting of the Company (the "Notice"). The General Meeting
is to be held at 10.00 a.m. on 12 July 2023 at 6 Heddon Street, London, W1B
4BT. The Notice will be posted to all registered shareholders shortly and will
shortly be available on the Company's website at www.capitalmetals.com
(http://www.capitalmetals.com) .

 

The General Meeting is being held for the purpose of considering and, if
thought fit, passing resolutions to authorise the directors to allot and issue
additional ordinary shares ("Shares") and grant rights to subscribe for
additional Shares as set out in the Notice. The authority will expire at the
commencement of the next Annual General Meeting following this General Meeting
or 30 September 2023, whichever is the earlier to occur.

 

Pursuant to the authorities being sought at the General Meeting, and following
the placing to raise £500,000 announced on 20 June 2023 (the "June Placing"),
it is the intention of the directors to undertake a limited further
fundraising of approximately £250,000 (subject to directors' discretion to
increase in the event of oversubscription) at the same price as the June
Placing (the "Fundraising"). This is expected to comprise a subscription (the
"Subscription") predominantly by non-United Kingdom investors who were unable
to participate in the June Placing. For the avoidance of doubt the Fundraising
shall not exceed £500,000.

 

If undertaken, the net proceeds of the Fundraising will be applied to general
working capital and the Company's actions to secure the lifting of the
suspension of its Industrial Mining Licences ("IMLs") (announced on 12
December 2022) so that Project development can resume.

 

Additionally, subject to the passing of the resolutions at the General Meeting
and once the requirements of Rule 13 (Related Party Transactions) of the AIM
Rules for Companies have been met, certain directors intend to support the
Fundraising and subscribe for Shares with the payment of subscription monies
satisfied following the payment of directors' salaries and fees which certain
directors have accrued to 30 June 2023. These Shares will be issued on the
basis of 1 new Share for each 1 penny of fees owed (the "Directors'
Subscription"). The aggregate amount of Directors' Subscription shall not
exceed £50,000.

 

The full resolutions together with voting instructions are set out in the
Notice. The Board considers that the resolutions are in the best interests of
the Company and its shareholders, and it unanimously recommends to
shareholders that they should vote in favour of them, as they intend to do in
relation to their own shareholdings in the Company.

 

Further details concerning the proposed Fundraising and the Directors'
Subscription will be announced in due course.

 

Directorate Change

 

Capital Metals also announces that Michael Frayne will step down as Chief
Executive Officer and as a director of the Company and Greg Martyr, currently
Non-Executive Chairman, will take over the executive management of the Company
as Executive Chairman, with effect from 1 July 2023. The change reflects the
focus of the Company having shifted to the actions to secure the lifting of
the suspension of its IMLs and thereafter, subject to the reinstatement of the
IMLs, to mine construction and operation. A new Chief Executive Officer with
applicable experience will be recruited in due course. The Board thanks
Michael for his contributions towards the development of the Project.

 

Change of Registered Office

 

Capital Metals also announces that its registered office, previously situated
at Suite 1, 15 Ingestre Place, London,

W1F 0DU, has relocated with immediate effect to 6 Heddon Street, London, W1B
4BT.

 

Greg Martyr, Chairman of Capital Metals, commented:

 

"Earlier this week, the Company moved swiftly to shore up its finances
utilising existing authorities to issue Shares. Having achieved this, it was
important to the Board to further secure the working capital position such
that the Company can pursue the reinstatement of the IMLs through its lobbying
and legal strategies from a position of financial strength with a limited
additional Fundraising."

 

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

 

 Capital Metals plc                           Via Vigo Consulting

 Greg Martyr (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 listed on 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.

 

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