REG - Critical Metals PLC - Result of General Meeting

Critical MetalsAnnouncement

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RNS Number : 8408T  Critical Metals PLC  04 August 2025

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

 

4 August 2025

Critical Metals Plc

("Critical Metals" or the "Company")

 

Result 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"), announces that all resolutions were duly passed at the General
Meeting held earlier today. The Company will now implement the Share Capital
Re-Organisation proposed in the Circular published on 16 July 2025.  Terms
defined in the Circular have the same meanings in this announcement.

 

The detailed results of the voting are set out below:

 

 Resolutions                                                                     For         Against  Votes           Withheld  Votes Total

                                                                                                      Discretionary
 1.   To approve the Rule 9 waiver granted by the Takeover Panel and any         28,174,420  31,900   0               75,833    28,282,153
 obligation which might otherwise arise under Rule 9 of the Takeover Code for
 NIU to make a general offer for the Company as a result of the NIU
 Subscription.
 2.   To approve the Rule 9 waiver granted by the Takeover Panel and any         28,174,420  31,900   0               75,833    28,282,153
 obligation which might otherwise arise under Rule 9 of the Takeover Code for
 NIU to make a general offer for the Company as a result of the conversion

 of the April CLNs, the Bridge CLNs and the December Bridge CLNs
 3.   THAT, subject to Resolution 6 being passed, to subdivide the Company's     28,174,420  31,900   0               75,833    28,282,153
 share capital into ordinary shares of £0.00005 each in the capital of the
 Company and deferred shares of £0.00005 in the capital of the Company.
 4.   THAT, subject to Resolutions 3 and 6 being passed, to consolidate the      28,174,420  31,900   0               75,833    28,282,153
 Company's ordinary share capital on a 10 to 1 basis
 5.   To give the Directors authority to allot ordinary shares in the            28,175,320  31,000   0               75,833    28,282,153
 company
 SPECIAL RESOLUTIONS
 6. THAT, subject to and conditional upon the passing of Resolutions 3 and 4     28,174,420  900      0               106,833   28,282,153

 above, to approve the adoption of the New Articles.
 7. To authorise the directors to disapply statutory pre-emption rights          28,174,420  31,900   0               75,833    28,282,153
 pursuant to section 570 of the Companies Act 2006.

 

Following completion of the Capital Re-Organisation, certificates in respect
of Existing Ordinary Shares will cease to be valid. 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, which is expected to take place on or
around 5 August 2025. 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 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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