REG - Critical Metals PLC - Acquisition

Critical MetalsAnnouncement

15/12/2022 11:30

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RNS Number : 8676J  Critical Metals PLC  15 December 2022

This announcement contains inside information for the purposes of Article 7 of
EU Regulation No. 596/2014, which forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended).

 

Critical Metals plc / EPIC: CRTM / Market: Main Market

 

 

 15 December 2022

 

Critical Metals plc

 

("Critical Metals" or the "Company")

 

Acquisition of Additional 21.5% in Madini Occidental Ltd

 

£1.3 million Fundraise

 

Critical Metals plc, a mining company established to acquire mining
opportunities in the critical and strategic metals sector and currently
developing an ex-producing copper cobalt mine in the Democratic Republic of
Congo ("DRC"), is pleased to announce the Company's increased interest in the
Molulu ex-producing copper cobalt mine ("Molulu Project") in the DRC.

 

HIGHLIGHTS

 

·    Critical Metals to become majority owner of the Molulu Project,
ex-producing copper/cobalt mine in the DRC

·    Supplementary offer made to acquire 70% control of the Molulu
Project, with news expected shortly

·    Acquisition of majority and, potentially thereafter, 70% control of
Molulu, funded via £1.3million placing of new shares

·    New share issue price equivalent to 30-day volume weighed average
price ("VWAP") of the Company's shares and a discount of 13% to closing price
on 14 December 2022

 

 

Critical Metals, which indirectly beneficially owns c.40% of the Molulu
Project has, through its wholly owned subsidiary, Critical Metals Mauritius
Limited ("Critical Mauritius"), entered into an agreement to acquire an
additional 21.5% in Madini Occidental Ltd which indirectly owns 70% of the
Molulu Project ("Share Acquisition").  This increases the beneficial
ownership and voting control of Critical Mauritius of Madini Occidental Ltd
("MO") from 57% to 78.5%, an increase of 37.7%, and indirectly increases
ownership of the Molulu Project from 40% to 55%. It is the Company's intention
to increase its indirect beneficial ownership to 70%.

 

 

The shares in MO are being acquired from the Company's Chairman and Chief
Executive Officer, Russell Fryer, and therefore it is a related party
transaction for the purposes of DTR 7.3.3.  The consideration for the Share
Acquisition is £450,000 in cash paid on completion and a further £200,000 on
or before 1 October 2023, to be paid in Critical Metals PLC shares at a
price equal to the 10 day volume weighted average or cash, at the Company's
election.  The Share Acquisition is subject to the approval of the MO board
which is expected to occur next week.

 

The Company, through its wholly-owned subsidiary Critical Metals Mauritius,
has on 14 December 2022, also offered to purchase the balance of 21.5% in MO
held by Madini Minerals on the same terms as Mr. Fryer, and has until 5pm on
23 December 2022 to accept or decline the offer. Should the offer be accepted
by Madini Minerals Ltd, the Company will provide an update on the completion
of the Shareholder Acquisition and the potential purchase of shares in MO from
Madini Minerals in due course.   The Company will fund the cash element of
the consideration via the existing cash resources in the Company, augmented by
the proceeds of the fund raise announced today.

 

Fundraise

 

As the current cash balance in the Company is allocated for production of
copper ore, a drilling programme, and general working capital, a capital raise
of £1,300,000 via Peterhouse Capital Limited at the 30-day volume weighed
average price ("VWAP") of 25p per Ordinary Share was undertaken and subscribed
by five investors including Ian Hannam and Mark Horrocks ("Fundraising").

 

Russell Fryer, a director of the Company, is also subscribing for 20,000
Ordinary Shares ("Ordinary Shares") in the Fundraising at a price of 25p per
Ordinary Share.

 

The use of proceeds of the capital raise is to increase the Critical Metals
Mauritius voting control to 78.5%, while a portion of the proceeds of the
placement will be used to hire two consultants to help evaluate and advise on
potential near term acquisition opportunities, to enhance the already funded
drilling programme if needed, to the purchase of the remaining 21.5% interest
in MO held by Madini Minerals Ltd should they accept the offer.

 

Exercise of 600,000 Warrants

 

The Company has also received a notice for the exercise warrants over a total
of 600,000 shares exercisable at £0.10.  This has resulted in funds of
£60,000 being received by the Company and the Company has issued and allotted
those shares subject to admission.

 

Russell Fryer, CEO of Critical Metals, commented: "The acquisition of a
further 21.5% in Madini Occidental Ltd by Critical Metals is strategically
important for shareholders as we move ever closer to getting Molulu into
production, demonstrating the confidence the board has for the future of
Molulu. This additional acquisition of 21.5% in Madini Occidental Ltd is
highly earnings accretive to shareholders. Added to this, the £1.3 million
fundraise and the funds generated from the warrant exercise further solidifies
the confidence our investors have in the Company and, with an enhanced team
now firmly on the ground in DRC, and the infrastructure upgrades on site
nearing completion, there is a lot to look forward to in the short and medium
term.

 

"I always said that Molulu is the beginning of Critical Metals' journey, and
with this additional funding in place, we are in an excellent position to
continue the evaluation of other potential acquisition opportunities.

 

"I am grateful for the support shown by shareholders to date; this is a truly
exciting time for the Company as we near production and I look forward to
updating the market in the coming weeks on our progress."

 

 

 

 

Admission of Ordinary Shares

 

Application has been made for the admission to the Official List and the Main
Market of 5,200,000 Ordinary Shares in respect of the Fundraising and 600,000
shares in respect of the £0.10 warrant exercise notices received, which are
expected to admit on 20 December 2022.  Once these Ordinary Shares are issued
it will mean that the total number of Ordinary Shares in issue is 59,047,235
with each Ordinary Share carrying the right to one vote.

 

The figure which 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 under the
Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency
Rules is, therefore, 59,047,235.

 

 

 

 

 

**ENDS**

 

 

For further information on the Company please visit www.criticalmetals.co.uk
(http://www.criticalmetals.co.uk/)  or contact:

 

 Russell Fryer                                     Critical Metals plc                             Tel: +44 (0)20 7236 1177

                                                                                                    

  Lucy Williams                                    Peterhouse Capital Limited, Corporate Broker    Tel: +44 (0)20 7469 0936

  Duncan Vasey

                                                                                                   Tel: +44 (0)20 7220 9797

 Catherine Leftley/Ana Ribeiro/Isabelle Morris     St Brides Partners Ltd,                         Tel: +44 (0)20 7236 1177

                                                   Financial PR

                                                    

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                                                         Russell Fryer

 2    Reason for the notification

 a)   Position/status                                              Director of Critical Metals PLC

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         CRITICAL METALS PLC

 b)   LEI                                                          213800MU3B7CS88PY290

 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

      Identification code                                          GB00BJVR6M63

 b)   Nature of the transaction                                    Off market purchase of shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     £0.25             20,000

 d)   Aggregated information

      - Aggregated volume                                          N/A Single transaction

      - Price

 e)   Date of the transaction                                      14 December 2022

 f)   Place of the transaction                                     London Stock Exchange

 

 

 

 

About Critical Metals

 

Critical Metals PLC has acquired a controlling 78.5%
stake in Madini Occidental Limited, which holds an indirect 70% interest
in the Molulu copper/cobalt project, an ex-producing medium-scale asset in
the Katanga Copperbelt in the Democratic Republic of Congo. The
acquisition of the initial interest in the project was in line with its
strategy of investing in known deposits, with low entry costs and potential to
generate short-term cash flow.  The Company intends to bring
the Molulu Project into near term production at the earliest opportunity
and also carry out a drilling campaign on the Molulu Project to obtain
additional data to move towards a JORC resource for the project.  The Company
will in parallel to this continue to consider other opportunities for
acquisitions as and when they arise.

 

 

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