REG - Critical Metals PLC - Publication of a Prospectus

Critical MetalsAnnouncement

06/08/2025 07:30

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RNS Number : 1966U  Critical Metals PLC  06 August 2025

 

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

 

6 August 2025

Critical Metals Plc

("Critical Metals" or the "Company")

 

Publication of Prospectus

 

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 published a Simplified Prospectus
("Prospectus") in connection with a subscription agreement with NIU Invest SE
("NIU"), a prominent European investment company with a strong focus on
critical minerals and green energy technology, a share offer to shareholders
and holders of certain convertible loan notes and the issue of shares in
respect of the conversion of various debt obligations and the application of
sums owed pursuant to debt obligations for new Ordinary Shares of £0.0005 in
the Company ("Ordinary Shares")

 

A copy of the Prospectus has been submitted to the National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy will also be
made available on the Company's website:
https://www.criticalmetals.co.uk/investors/corporate-documents
(https://www.criticalmetals.co.uk/investors/corporate-documents) .

 

NIU Subscription and Share Offer

 

As previously announced on 1 August 2025 the Company received applications
under the retail offer through the Bookbuild Platform, from other shareholders
and from April CLN Holders for 17,128,057 new Ordinary Shares and that it was
proposed to issue to NIU 30,696,043 new Ordinary Shares.   The issue of
these 47,824,100 new Ordinary Shares ("Subscription Shares") are subject to a
number of conditions.  Following the publication of the Prospectus the issue
of Subscription Shares are now subject only to being admitted to the Equity
Shares (transition) Category of the Official List and to trading on the Main
Market and further details of the timing of this are set out below.

 

April CLNs

On 10 April 2025 the Company announced it had raised £1,603,600 through the
issue of convertible loan notes.  These loan notes attracted a fixed 10%
coupon and automatically convert upon the publication of a simplified
prospectus.  The terms of April CLNs were subsequently amended so that the
notes will convert at 10p per new Ordinary Shares ("Debt Conversion Price").
Therefore, following the publication of the Prospectus the Company is obliged
to issue 17,639,600 new Ordinary Shares ("April CLN Shares") to the holders of
April CLNs in full and final settlement of all sums due pursuant to those loan
notes. NIU will be issued 11,699,600 of these new Ordinary Shares giving NIU a
33.49% interest in the ordinary share capital of the Company as enlarged by
the ordinary share issues detailed in this announcement ("Enlarged Issued
Share Capital").  Details of when the April CLN Shares will be admitted to
the Official List are set out below.

 

September 23 Facility Agreement, Bridge CLNs and December Bridge CLNs

 

NIU is also due sums from the Company pursuant to the September 23 Facility
Agreement, Bridge CLNs and December Bridge CLNs. Pursuant to the Deed of
Amendment and Conversion entered into on 14 July 2025 subject to completion of
the NIU Subscription, NIU agreed to apply the sums due under the September 23
Facility Agreement, Bridge CLNs and December Bridge CLN for new Ordinary
Shares.  It was agreed that it was to be applied at the Debt Conversion Price
for sums due under the September 23 Facility Agreement and the Bridge CLNs and
the Issue Price in respect of the December Bridge CLN. These applications were
conditional upon inter alia admission to the Equity Shares (transition)
Category of the Official List and to trading on the Main Market of the new
Ordinary Shares issued in connection with the Prospectus ("Prospectus
Admission"). The Company has now agreed to issue these 19,006,747 Ordinary
Shares to NIU conditional upon the Completion of the NIU Subscription.
Further details of the Prospectus Admission of these shares is set out below.

 

Deferred Consideration.

Prior to the publication of the Prospectus the Company's wholly owned
subsidiary Critical Metals Mauritius Ltd still owed Madini Minerals £213,000
in respect of the acquisition of its 21.5% interest in Madini Occidental Ltd
and owed Russell Fryer, the Company's CEO, £210,000 in respect of the
acquisition of his 21.5% interest in Madini Occidental Ltd ("Deferred
Consideration"). As set out in the Circular both Madini Minerals and Russell
Fryer have entered into agreements with the Company dated 11 July 2025 and 14
July 2025 respectively pursuant to which they agreed to apply sums they were
due to apply for new Ordinary Shares conditional upon publication of a
simplified prospectus by the Company. Therefore, the Company has now resolved
to issue at the Debt Conversion Price 2,130,000 new Ordinary Shares to Madini
Minerals and 2,100,000 new Ordinary Shares to Russell Fryer in satisfaction of
the Deferred Consideration ("Deferred Consideration Shares").  The
transaction with Russell Fryer is a related party transaction under DTR 7.3
and Mr Fryer did not take part in the board's consideration of the transaction
with him and did not vote on the relevant board resolution.  More details of
these transactions are set out in the Prospectus and details of the Admission
of the Deferred Consideration Shares are set out below.

 

Baobab Loan Agreement

On 14 July 2025, Baobab Asset Management LLC ("Baobab"), a party connected to
Russell Fryer, CEO of the Company entered into a deed of assignment with the
Company for a sum of £632,411 to assign all of its rights under the unsecured
loan to Madini Occidental of US$800,000 from Baobab to Madini Occidental dated
4 December 2018 to the Company including all legal and beneficial right, title
and interest in the monies advanced under the Baobab Loan.  This agreement
was conditional upon Baobab Asset Management LLC applying the sums paid to
subscribe for new Ordinary Shares at the Debt Conversion Price.  Following
publication of the Prospectus the Company has issued 6,324,111 new Ordinary
Shares to Baobab ("Baobab Loan Shares").  The transaction with Baobab, due to
Baobab's relationship with Russell Fryer, is a related party transaction under
DTR 7.3 and Mr Fryer did not take part in the board's consideration of the
transaction with him and did not vote on the relevant board resolution.
Details of when the Baobab Loan Shares will be admitted are set out below.

 

Director Disclosure / PDMR

Following allotment and issue of the Baobab Loan Shares and the Deferred
Consideration Shares, Russell Fryer's interest (beneficial or
non-beneficial) in the Ordinary Shares of the Company will be 27.04% (which
includes 6,324,111 Ordinary Shares held by Baobab which is an entity of in
which Russell Fryer owns equity and entity of which he is a director) as the
date of the publication of the prospectus.

 

Application to listing and trading

The Company has made an application, inter alia, for the 28,193,711 new
Ordinary Shares to be admitted to trading on the Equity Shares (transition)
category of the Official List and the Main Market of the London Stock Exchange
at 8.00 a.m. on 8 August 2025. This includes the April CLN Shares, the shares
issued in respect of the conversion of September 23 Facility Agreement, Bridge
CLNs and December Bridge CLN, the Deferred Consideration Shares and the Baobab
Loan Shares ("Prospectus Shares").  The expected timetable of principal
events for Prospectus Admission of the Prospectus Shares is set out below. All
references to time in this announcement are to London time. Any changes to the
expected timetable will be notified by the Company through an RNS.

 

The Company also announces that application has been made to the Financial
Conduct Authority and to the London Stock Exchange plc for 2,080,068
ordinary shares of £0.0005 each in the Company (the "Warrant Shares"), to be
admitted to the Official List of the UK Listing Authority and to trading on
the London Stock Exchange under a block listing (the "Block Listing") on 8
August 2025.

The Block Listing application relates to the ordinary shares of £0.0005 each
in the Company that may be issued from time to time to satisfy the exercise of
outstanding warrants pursuant the warrant instrument dated 23 August 2024 (as
amended on 4 August 2025) constituted by the Company, the warrant instrument
dated 9 April 2024 constituted by the Company and the warrant instrument dated
15 September 2023 constituted by the Company.

The Block Listing is expected to become effective on 8 August 2025. When
issued, the Warrant Shares will rank pari passu with the Company's existing
issued ordinary shares.

 

Total Voting Rights

The Company hereby notifies the market, in accordance with the FCA's
Disclosure Guidance and Transparency Rule 5.6.1, that on the issue of the
Prospectus Shares, the Company's expected issued share capital will consist of
34,932,679 new Ordinary Shares, each with one vote. The Company does not hold
any Ordinary Shares in Treasury.  On completion of the issue of the
Prospectus Shares, the total number of voting rights in the Company is
expected to be 34,932,679 and 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 under the FCA's Disclosure Guidance and Transparency Rules.

 

Expected Timetable of Events

 Publication of the Prospectus                                                 5 August 2025

 Issue of the Prospectus Shares                                                6 August 2025
 Prospectus Admission and commencement of dealings in the Prospectus Shares    8.00 a.m. on 8 August 2025
 CREST members' accounts credited in the Prospectus Shares (where applicable)  8.00 a.m. on 6 August  2025

 

Unless otherwise defined, capitalised terms used in this announcement shall
have the same meaning as set out in the Prospectus.

 

**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').

 

Director Disclosure / PDMR

Following Final Admission, Directors and PDMR interests (beneficial or
non-beneficial) in the Ordinary Shares of the Company are set out below.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                          Russell Fryer

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Amendment

 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 of £0.0005 each

                                                                   GB00BPP06126

      Identification code

 b)   Nature of the transaction                                    Application of sums paid in repayment for debt subscribed for new shares of

                                                            which 6,324,111 are held by Baobab Asset Management LLC a party related to Mr
                                                                   Fryer

 c)   Price(s) and volume(s)

                                                                                         Price(s)              Volume(s)
                                                                                         £0.10                 8,424,111

 d)   Aggregated information

                                                                   N/A
      - Aggregated volume

      - Price

 e)   Date of the transaction                                      5 August 2025

 f)   Place of the transaction                                     Outside a trading venue

 

 

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