REG - Capital Metals PLC - Subscription to Raise £364,705

Capital MetalsAnnouncement

17/07/2023 09:00

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RNS Number : 2165G  Capital Metals PLC  17 July 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.

 

17 July 2023

 

Capital Metals plc

 

("Capital Metals" or the "Company")

 

Subscription to Raise £364,705

Related Party Transactions

 

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 a subscription to raise gross proceeds of £364,705
through a subscription for 36,470,566 new ordinary shares (the "Subscription")
at an issue price of 1p (the "Issue Price").

 

The Subscription comprises investments from predominantly non-United Kingdom
investors whom were unable to participate in the placing of £500,000
announced on 20 June 2023 (the "June Placing"), and includes subscriptions
from certain directors of the Company whose participation is set out below.

 

The proceeds from the Subscription and the June Placing will be applied to
general working capital, to accelerate the Company's actions to secure the
lifting of the suspension of its Industrial Mining Licences in the northern
area of the Project (announced on 12 December 2022), and to advance the
Environmental Impact Study at EL199 in the southern area which holds
approximately 60% of the total mineral sands resource of the Project and is
not subject to the suspension.

 

The Subscription has been conducted within the share capital authorities
granted at the General Meeting held on 12 July 2023.

 

Related Party Transactions - Directors' Subscriptions

 

It was previously notified on 23 June 2023 that certain directors (which now
include a former director) intended to subscribe for shares, with the payment
of subscription monies being satisfied following the payment of overdue
directors' salaries and fees which certain directors have accrued to 30 June
2023. These shares (which are included in the above Subscription) will be
issued on the basis of 1 new share for each 1 penny of fees owed (the
"Directors' Subscriptions").

 

These Directors' Subscriptions are as follows:

Greg Martyr, Chairman of the Company, has subscribed for and been issued
3,000,000 ordinary shares of 0.2 pence each in the Company ("Ordinary Shares")
at the Issue Price in lieu of outstanding fees of £30,000. Following the
issue, Mr Martyr's shareholding stands at 7,582,746 Ordinary Shares, which
represents 2.75% of the Company's total voting rights.

KL-Kepong International Limited has subscribed for and been issued 625,000
Ordinary Shares at the Issue Price in lieu of outstanding fees due in relation
to Teh Kwan Wey's role as a non-executive director of the Company of £6,250.
Mr Teh is the Head of Corporate for Kuala Lumpur Kepong Berhad, the parent
company of KL-Kepong International Limited. Following the issue, KL-Kepong
International Limited's shareholding stands at 11,822,984 Ordinary Shares,
which represents 4.29% of the Company's total voting rights.

Chulu Holdings Pty Limited ATF The Chulu Trust ("Chulu Holdings"), a trust of
which Michael Frayne, a former director and Chief Executive Officer of the
Company, is a beneficiary, has subscribed for and been issued 1,000,000
Ordinary Shares at the Issue Price in lieu of outstanding fees of
£10,000. Following the issue, Chulu Holdings' shareholding stands at
9,093,048 shares which represents 3.30% of the Company's total voting rights.
Mr Frayne has an interest, in aggregate, over 14,190,006 Ordinary Shares,
which represents 5.15% of the Company's total voting rights.

Mr Teh and Mr Martyr are non-independent directors insofar as the Directors'
Subscriptions are concerned and have not taken part in the Board's
consideration of the Directors' Subscriptions. James Leahy is the only
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 Directors' Subscriptions are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for admission of the
36,470,566 shares (the "Subscription 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 21 July 2023.

 

The Subscription Shares will be issued fully paid and will rank pari
passu in all respects with the Company's existing Ordinary Shares.

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 275,573,998 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 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.

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Greg Martyr
 2   Reason for the notification
 a)  Position/status                                              Chairman
 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  1pence   3,000,000
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      17 July 2023
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

17 July 2023

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Teh Kwan Wey
 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  1pence   625,000
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      17 July 2023
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

17 July 2023

f)

Place of the transaction

Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Michael Frayne
 2   Reason for the notification
 a)  Position/status                                              Former Chief Executive Officer and 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  1pence   1,000,000
 d)  Aggregated information

- Aggregated volume

     - Price                                                      As above

                                                                  As above
 e)  Date of the transaction                                      17 July 2023
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

 -  Aggregated volume
 -  Price

 

As above

As above

e)

Date of the transaction

17 July 2023

f)

Place of the transaction

Outside a trading venue

 

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