REG - Critical Metals PLC - Posting of Circular and Notice of General Meeting

Critical MetalsAnnouncement

16/07/2025 07:10

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RNS Number : 2738R  Critical Metals PLC  16 July 2025

This announcement contains information that, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

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

 

16 July 2025

Critical Metals Plc

("Critical Metals" or the "Company")

 

Strategic Investment and Offer to Retail Shareholders to Support Molulu
Project Development

Posting of Circular and Notice of General Meeting

 

Critical Metals plc, developer and operator of the Molulu Copper/Cobalt
Project ("Molulu" or the "Project") in the Democratic Republic of Congo
("DRC"), is pleased to announce that it has entered into a subscription
agreement with NIU Invest SE ("NIU"), a prominent European investment company
with a strong focus on critical minerals and green energy technology, to
invest up to £956,482 by way of subscription for up to 47,824,100 new
ordinary shares of £0.0005 in the capital of the Company ("New Ordinary
Shares") at a subscription price of 2p per New Ordinary Share ("Subscription")
subject to various conditions including inter alia completion of a share
capital re-organisation detailed below, shareholder approval and the
publication of a simplified Prospectus ("NIU Subscription").

 

The Company is also providing retail shareholders in the United Kingdom
("Retail Shareholders") the opportunity to participate in a retail offer via
the Bookbuild platform ("Retail Offer").  NIU has agreed that the Company may
offer up to 23,629,888 New Ordinary Shares to Retail Shareholders.  The
Company is also allowing holders of convertible loans issued on 9 April 2024
("April CLN Holders") (other than NIU) to subscribe for New Ordinary Shares
not issued to Retail Shareholders through the Retail Offer.

 

Funds raised will provide Critical Metals with capital to continue to trade,
carry out a drill campaign at the Molulu Project and analyse the results of
that campaign.

 

The Company will shortly publish a circular (the "Circular") to provide
details of the proposed NIU Subscription, Retail Offer and related proposals,
calling a general meeting of shareholders to seek approval of a waiver under
Rule 9 of the City Code on Takeovers and Mergers("Code"). This general meeting
will  be held at the offices of Hill Dickinson LLP, the Broadgate Tower,
London, EC2A 2EW, at 9 a.m. on 4 August 2025 ("General Meeting").

 

The Board of Directors is united in its belief that the proposed NIU
Subscription, Retail Offer, and resolutions proposed at the General meeting
("Resolutions") are in the best interests of the Company and all its
stakeholders as they provide the capital the Company needs to continue to
trade and to advance its understanding of the mineral resource located at the
Molulu Project.

 

Further information is included below and a copy of the supportive documents,
including the Circular, Notice of General Meeting and Form of Proxy will be
posted to shareholders shortly and available to view on the Company's website:

https://www.criticalmetals.co.uk/investors/corporate-documents
(https://www.criticalmetals.co.uk/investors/corporate-documents) .

 

Introduction and Background

The Company is in urgent need of capital to continue to trade while developing
the Molulu Project and the Board is proposing the Resolutions to be considered
at a general meeting of the Company's Shareholders to facilitate an injection
of £956,482 from NIU and through a Retail Offer to Shareholders in the
Company.

 

NIU is a German company that invested £1,000,000 in the convertible loan note
the Company issued in April 2024.  Since then, NIU has invested a further
aggregate of £628,913 as convertible loan notes comprising £105,000 by way
of bridge financing on 23 August 2024, £350,000 on 11 September 2024 and a
further £173,913 on 20 December 2024.  Furthermore, on 13 December 2024, NIU
acquired all its rights and interest in £69,960 of April CLNs previously held
by Riverfort Global Opportunities PCC Limited ("RGO CLNs") and its rights and
interest under the facility that was granted to the Company in September 2023
("September 2023 Facility Agreement") which included the outstanding balance
under that facility ("Facility Debt").

 

Together with accrued interest on its holding of convertible loan notes
("CLNs") (including the RGO CLNs) and the Facility Debt, NIU has in aggregate
at the date of this Circular, a holding of £2,374,983 CLNs and debt in the
Company including interest accrued (assuming this occurs on or before 30
September 2025 all of which will be converted into New Ordinary Shares on
completion of the NIU Subscription and Retail Offer which occur when the New
Ordinary Shares issues pursuant to those offers are admitted to the Official
List and to trading on the Main Market operated by the London Stock Exchange
plc ("Admission"). In addition, NIU will, at Admission have an aggregate of
1,820,000 Warrants convertible into New Ordinary Shares.

 

NIU is proposing to make a further investment of up to £956,482 by way of
subscription for up to 47,824,100 New Ordinary Shares at the Subscription
Price of 2p per New Ordinary Share subject to various conditions including
inter alia Shareholder approval and the publication of a Simplified Prospectus
and clawback to satisfy valid applications under the Retail Offer. It is
anticipated that this investment will be made a short time following the
General Meeting but this is dependent on the FCA approving a Simplified
Prospectus.

 

Assuming that Admission occurs on or before 30 September 2025 and all
conditions of the NIU Subscription are satisfied and that Retail Shareholders
take up all the New Ordinary Shares offered under the Retail Offer, on
Admission, NIU will hold 54,900,559 New Ordinary Shares which will represent
53.95% of the enlarged share capital of the Company ("Enlarged Share
Capital"). If no Retail Shareholders subscribe for New Ordinary Shares under
the Retail Offer and no April CLN Holders take up any new Ordinary Shares, NIU
will hold 78,530,447 New Ordinary Shares which will represent 77.2% of the
Enlarged Share Capital on Admission. On a diluted basis, assuming NIU exercise
their holding of 1,820,000 Warrants (and no other Warrants are exercised) NIU
will hold respectively 54.8% and 77.6% of the Enlarged Share Capital (as
further enlarged by the NIU Warrants).

 

Even if there is full participation in the Retail Offer, NIU will hold New
Ordinary Shares carrying 30% or more of the Company's voting capital.
Ordinarily this would result in NIU having to make a mandatory offer under
Rule 9 of the Takeover Code.  However, the Panel has agreed to waive the
obligation on NIU to make a general offer that would otherwise arise as
referred to above, subject to the approval of the Independent Shareholders on
a poll.

 

The proposed issue price for the New Ordinary Shares being offered pursuant to
the Subscription is below the current nominal value and so the Company is
proposing a share capital re-organisation which will lower the nominal value
of the Company's shares from £0.005 to £0.0005. Furthermore, the Company is
further seeking authority at the General Meeting for the Directors to allot
all the 95,024,558 New Ordinary Share ("New Admission Shares") and 12,100,000
warrants over New Ordinary Shares at 5p per New Ordinary Share.

 

In addition to giving notice of the General Meeting and information on the
Subscription to Shareholders, the purpose of the Circular is to provide you
with information on the background to and reasons for the Rule 9 Waiver being
put to the Independent Shareholders, to explain why the Independent Board
considers the Rule 9 Waiver to be in the best interests of the Company and the
Shareholders as a whole and why the Directors unanimously recommend that the
Independent Shareholders vote in favour of the Rule 9 Waiver to be proposed at
the General Meeting.

 

Retail Offer

The Company values its shareholder base and therefore proposes to allow
existing holders of Ordinary Shares, the opportunity to participate in the
Company's capital raise.  the Company believes that it is appropriate to
provide its Retail Shareholders in the United Kingdom the opportunity to
participate in the Retail Offer via the Bookbuild platform. NIU has agreed
that the Company may offer up to 23,629,888 New Ordinary Shares to Retail
Shareholders.

 

Existing Retail Shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

 

The Company is also willing to allow April CLN Holders (other than NIU) to
subscribe for New Ordinary Shares not issued to Retail Shareholders through
the Retail Offer.  If April CLN Holders (other than NIU) would like to
subscribe for any New Ordinary Shares then they should contact
Vishal.Balasingham@optivasecurities.com.

 

The Company reserves the right to scale back any order at its discretion and
refuse applications for persons in Restricted Jurisdictions. The Company
reserves the right to reject any application for subscription under the Retail
Offer without giving any reason for such rejection.

 

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing Retail Shareholders, please contact BookBuild at
email: support@bookbuild.live.

 

Any New Ordinary Shares that are applied for by Retail Shareholders or April
CLN Holders shall reduce the number of New Ordinary Shares that NIU subscribe
for in the NIU Subscription on a one-to-one basis up to the maximum amount
available to Retail Shareholders under the Retail Offer. The terms and
conditions of the Retail Offer will be set out in a separate announcement
shortly.

 

Other Proposals

 

Agreements with Russell Fryer

 

The Company has also entered into a number of transactions with Russell Fryer,
a director of the Company, in relation to this transaction the majority of
which are conditional upon Admission.  These transactions fall within the
scope of DTR 7.3 and are set out below.

 

As at the date of this Document, a company related to Russell Fryer, CEO of
the Company, has an outstanding interest-bearing loan to the Company's
subsidiary Madini Occidental Limited ("Madini Occidental") of principal amount
of US$800,000 which has accrued interest and the total balance outstanding
including interest as at 30 June 2025 was US$1,139,982.86 ("Baobab Loan"). The
parties to the Baobab Loan have agreed under a  Baobab Loan Repayment
Agreement that the Company will immediately following publication of a
Simplified Prospectus purchase all the right and obligations of Baobab Asset
Management LLC ("Baobab") under the Baobab Loan for US$800,000 on the
condition that this sum is used to apply for the 6,324,111 New Ordinary Shares
at the Debt Conversion Price which will be issued on Admission. The interest
on the Baobab Loan has been forfeited. Further details of this agreement are
in the Circular.

 

Russell Fryer also pledged 4,672,695 Ordinary Shares and provided a guarantee
in support of the Company's September 2023 Facility Agreement in the Autumn of
2023 at no cost to the Company. In the event that the Company defaults under
the September 2023 Facility Agreement, the lender can take ownership of some
or all of Mr Fryer's ordinary shares in the Company as payment for some or all
of the debt. NIU has agreed to procure the release of Russell Fryer from this
security on Admission. Further details of this agreement are in the Circular.

 

In December 2022, a subsidiary of the Company Critical Metals Mauritius Ltd
("CRTM Mauritius") agreed to pay Mr. Fryer £200,000 as deferred consideration
in relation to the Company's acquisition of its 21.5% in Madini Occidental
from Mr. Fryer. On 29 July 2024, CRTM Mauritius entered into the RF Settlement
Agreement pursuant to which it was agreed that £210,000 rather £200,000
would be paid to Mr Fryer on or before 30 September 2024 to compensate him for
late payment of this amount ("RF Deferred Consideration"). Payment was not
made by this date and the Company, CRTM Mauritius and Russell Fryer have now
entered into the Amended RF Settlement Agreement pursuant to which the Company
has agreed to purchase Russell Fryer's interest in the RF Deferred
Consideration for £210,000 on the condition the sum is immediately applied to
subscribe for 2,100,000 New Ordinary Shares at the Debt Conversion Price on
Admission.  Further details of this agreement are in the Circular.

 

Other material agreements entered into in respect of the transaction

 

In December 2022, Critical Metals Mauritius Ltd agreed to pay Madini Minerals
£200,000 as deferred consideration in relation to the Company's acquisition
of its 21.5% in Madini Occidental from Madini Minerals. Pursuant to an
agreement dated 1 March 2024 Madini Minerals has agreed to accept £210,000 in
cash or shares in the Company (at the election of CRTM Mauritius) on or before
the completion and successful placing of the shares anticipated to be issued,
but not later than 30 June 2024. This payment was not made and on 23 July 2024
this agreement was amended to extend the time for payment until 30 September
2024 and the amount to be paid was increased to £213,000.  This was payment
was not made either and on 15 July 2025 this agreement was amended so that the
rights and obligations of Madini Minerals in respect of the MO Madini Purchase
Agreement would be novated to the Company in consideration for the amount owed
to Madini Minerals being applied to apply for 2,130,000 New Ordinary Shares in
the Company to be issued on Admission.

 

On 11 July 2025, Ongeza agreed with the Company and the Company's subsidiary
MO RDC that the sum of US$777,626 that is due from MO RDC by Ongeza would be
acquired by the Company and the sum of US$75,000 owed by MO RDC to Ongeza
under an operator agreement dated 2 August 2022 would be waived in
consideration of a cash payment of US$85,200 on or before 30 September 2025.
The Company plans to use part of the Net Proceeds to settle sums due to
Ongeza. Entry into the wavier was conditional on the aforementioned payment of
US$85,200 being made.

 

On 15 July 2025 the Company entered an agreement with the majority of the
holders of the April CLNs to make an amendment to the terms of the CLNs so
that they were not repayable until 30 September 2025.

 

On 14 July 2025 the Company entered into Deed of Amendment and Conversion
under which NIU and the Company agreed to release the security associated with
the September 2023 Facility Agreement at Admission conditional upon the issue
of the shares it was due in respect of the conversion of that facility.  NIU
also agreed to a standstill in respect of the debt owed by the Company to NIU
under the September 23 Facility until 30 September 2025.  Although the
Company has granted NIU a debenture in respect of US$500,000 facility details
of which are included in the circular.

 

Share Capital Re-Organisation

The proposed issue price for the New Ordinary Shares being offered pursuant to
the Subscription is below the current nominal value and so the Company is
proposing a share capital Re-organisation which will lower the nominal value
of the Company's shares from £0.005 to £0.0005.

 

The Company currently has 67,389,680 ordinary shares of £0.005 each in issue
("Existing Ordinary Shares").  The Company plans to redesignate its share
capital so that each ordinary share of £0.005 each is split into 1 (one)
ordinary share of £0.00005 each ("New 0.005p Ords") and 99 (ninety nine)
deferred shares of £0.00005 each ("Deferred Shares") to enable the Company to
reduce the nominal value of its shares ("Share Redesignation").  Also, the
Board believes this number of ordinary shares is too high and so propose to
consolidate the Company's ordinary share capital on a 10 to 1 basis
("Consolidation") so the Company will have a more manageable number of issued
ordinary shares.  This means that each 10 of New 0.005p Ords will be
consolidated into one New Ordinary Shares.

 

The Deferred Shares will have no right to vote or participate in the capital
of the Company save in respect of insolvency and the Company will not issue
any certificates or credit CREST accounts in respect of them.  The Deferred
Shares will not be admitted to trading on any exchange.  The rights of the
New Ordinary Shares and the Deferred Shares are set out in the new articles
that are tabled for approval at the General Meeting.

 

For purely illustrative purposes, examples of the effects of the proposed
capital reorganisation (should it be approved by Shareholders) are set out
below:

 

 Number of Existing Ordinary Shares held  Number of New 0.005p Ords Shares following the Share Redesignation  Number of Deferred Shares following the Share Redesignation  Number of New Ordinary Shares following the Consolidation and Redesignation
 100                                      100                                                                 9,900                                                        10
 1,000                                    1,000                                                               99,000                                                       100
 10,000                                   10,000                                                              990,000                                                      1,000

 

It is likely that the Consolidation will result in fractional entitlements to
a New Ordinary Share where any holding is not precisely divisible by 1000.
No certificates will be issued for fractional entitlements to New Ordinary
Shares.  Following the implementation of the share capital consolidation,
certain shareholders may not have a proportionate shareholding of New Ordinary
Shares exactly equal to their proportionate holding of Existing Ordinary
Shares.  Furthermore, any shareholders holding fewer than 10 Existing
Ordinary Shares as at close of business on 4 August 2025 (the "Record Date")
will cease to be a shareholder of the Company.  The minimum threshold to
receive New Ordinary Shares will be 10 Existing Ordinary Shares.

 

Under Article 13 of the current articles of the Company the Directors are
authorised to deal with fractional entitlements as they shall determine
including selling shares representing fractional entitlements arising from the
proposed consolidation.  Any New Ordinary Shares in respect of which there
are fractional entitlements will therefore be aggregated and sold in the
market for the best price reasonably obtainable on behalf of shareholders
entitled to fractions or held in treasury pending sale.  The Company will
retain the distribute the proceeds of sale in due proportion to any such
shareholders in accordance with the new Articles provided that always where a
member is entitled to net proceeds of sale of less than £5 these proceeds
will not be distributed and will be retained for the benefit of the Company.

 

Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Record Date, and
their CREST accounts will be credited with the New Ordinary Shares following
Admission, which is expected to take place on  11 August 2025.

 

FOLLOWING COMPLETION OF THE CAPITAL REORGANISATION, CERTIFICATES IN RESPECT OF
EXISTING ORDINARY SHARES WILL CEASE TO BE VALID.

 

Share certificates in respect of holdings of New Ordinary Shares will be sent
to the registered address of Shareholders on the register at 6.00pm on the
Record Date. The share certificates will be despatched by 1st class post, at
the risk of the shareholder.

 

Admission of the New Admission Shares

If all Resolutions are passed an application will be made to the FCA for the
New Admission Shares to be admitted to the Equity Shares (Transition) category
(formerly the Standard Segment) of the Official List of the FCA and trading on
the London Stock Exchange's Main Market.  Admission of the New Admission
Shares is subject to the FCA approving a Simplified Prospectus and the Company
will provide an update in due course on the expected date for Admission of the
New Admission Shares.  The New Admission Shares, when issued and fully paid,
will rank pari passu in all respects with the Existing Ordinary Shares and
will rank for all dividends or other distributions declared, made or paid
after the date of issue.

 

 

**ENDS**

 

 Critical Metals plc

 CEO

 Russell Fryer                  critical@stbridespartners.co.uk

 Novum Securities

 Financial Adviser

 David Coffman, Daniel Harris   Tel: +44 (0)20 7399 9400

 St Brides Partners Ltd

 Financial PR

 Ana Ribeiro / Charlotte Page   critical@stbridespartners.co.uk

 

About Critical Metals

Critical Metals plc whose shares are admitted to Equity Shares (transition)
Category of the Official List and to trading on the Main Market is focused
developing the formerly producing Molulu Copper/Cobalt Project in the Katangan
Copperbelt in Democratic Republic of Congo ('DRC').

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