REG - Capital Metals PLC - Rem. Plan, Issue of Equity, Director Shareholding

Capital MetalsAnnouncement

13/06/2025 07:00

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RNS Number : 6827M  Capital Metals PLC  13 June 2025

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.

 

13 June 2025

Capital Metals PLC

 

("Capital Metals" or the "Company")

 

Executive Chairman Incentive Remuneration Plan,

Issue of Equity, Total Voting Rights & Director Shareholding

 

Capital Metals (AIM: CMET), a mineral sands company approaching mine
development stage at the high-grade Taprobane Minerals Project in Sri Lanka
(the "Project"), announces the following information.

 

Executive Chair Incentive Remuneration Plan

 

Pursuant to the Company's remuneration plan, the Executive Chair will be
eligible for a bonus of up to 100% of his base salary of $180,000 (£133,000).
The bonus to be awarded is payable as to (i) 30% in cash upon delivery of a
minimum fundraise at the Company or Project level of US$2 million, and (ii)
70% on delivery of the FID, with the second amount payable as to 50% in cash
and 50% in shares (priced at the 30-day volume weighted average price).

 

The remuneration plan reflects the relatively low base salary agreed in early
2023 and a preparedness of the Executive Chair to be rewarded on the
achievement of milestones, including the Industrial Mining Licences being
reinstated, raising gross proceeds of approximately £3 million including by
bringing in Sheffield Resources Limited as a strategic investor, and securing
an up to US$4 million strategic investment by new Sri Lankan partners to fund
the Company through to FID (which would occur when all approvals and funding
are in place to commence construction). As such, the conditions for settlement
of stage (i) of the remuneration plan have been met.

 

Related Party Transaction

 

The remuneration plan is treated as a related party transaction under AIM Rule
13. As the recipient of the remuneration package, Greg Martyr is not
independent and has not taken part in the Board's consideration of the
remuneration plan. Kwan Wey, Bruce Griffin and James Leahy are the independent
directors for this purpose. The independent directors consider, having
consulted with SPARK Advisory Partners Limited, the Company's nominated
adviser, that the terms of the remuneration plan are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Issue of Equity

 

Capital Metals also announces it will issue 283,355 Ordinary shares to Hannam
& Partners in consideration of Broker and Financial Advisor fees at an
issue price of 2.6106 pence per share (equal to £7,397.26) ("Fee Shares"),
based on the 30-day volume-weighted average price of the Company's shares
prior to grant.

 

Admission and Total Voting Rights

 

Application has been made for the Fee Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and
dealings in the Fee Shares will commence at 8.00 a.m. on or around 19 June
2025. The Fee Shares will rank pari passu with the Ordinary shares of the
Company in issue.

 

Following Admission, the total number of Ordinary shares in the capital of the
Company in issue will be 429,118,616 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.

 

Director Shareholding

 

Capital Metals was advised on 9 June 2025 that on 5 June 2025, Bruce Griffin,
Non-Executive Director, transferred the 800,000 shares held by Fairview
Solutions Limited (representing 0.19% of the Company's issued share capital)
to a personal account. There has been no change to the beneficial ownership of
the shares (being Mr Griffin and his spouse) as a result of the transfer.

 

 

Capitalised terms used herein without definition shall have the same meanings
given to them as in the 29 May 2025 announcement released at 7.00 a.m.

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 3550

 Neil Baldwin / James Keeshan
 Hannam & Partners (Broker & Financial Advisor)          +44 (0)20 7907 8500
 Andrew Chubb / Leif Powis

 

About Capital Metals

 

Capital Metals is a UK company listed on the London Stock Exchange (AIM:
CMET). We are developing the Taprobane Minerals Project in Sri Lanka,
approximately 220km east of Colombo, containing industrial minerals including
ilmenite, rutile, zircon, and garnet. The Project is one of the highest-grade
mineral sands projects globally, with potential for further grade and resource
expansion. In 2022, a third-party Preliminary Economic Assessment provided a
Project NPV of US$155-235m based on existing resources, with further
identified optimisation potential. We are committed to applying modern mining
practices and bringing significant positive benefits to Sri Lanka and the
local community. We expect over 300 direct new jobs to be created and over
US$150m in direct government royalties and taxes to be paid.

 

Visit our website:

www.capitalmetals.com (http://www.capitalmetals.com)

 

Follow us on social media:

 

X: @MetalsCapital (https://twitter.com/MetalsCapital)

LinkedIn: @Capital Metals plc (https://uk.linkedin.com/company/capitalmetals)

 

 

Appendix

 

Director's Subscription - Additional Information

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Bruce John Griffin
 2   Reason for the notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/Amendment                               Initial notification
 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  Ordinary shares of 0.2 pence per share par value

     Identification code

                                                                  GB00BMF75608
 b)  Nature of the transaction                                    Transfer of Ordinary shares from Fairview Solutions Limited into a personal
                                                                  account.

 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  3pence   800,000
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      5 June 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

5 June 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

 

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