REG - Critical Metals PLC - Retail Offer

Critical MetalsAnnouncement

16/07/2025 07:15

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RNS Number : 2741R  Critical Metals PLC  16 July 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA, HONG KONG, NEW ZEALAND, SINGAPORE OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER
PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
CRITICAL METALS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF CRITICAL METALS PLC .

16 July 2025

 

CRITICAL METALS PLC

Retail Offer

The Board of Directors of Critical Metals plc (the "Company") is pleased to
announce a retail offer via BookBuild (the "Retail Offer") of 23,629,888 new
ordinary shares of £0.0005 each ("New Ordinary Shares") in the capital of the
Company (the "Retail Offer Shares") at an issue price of £0.02 per New
Ordinary Share (the "Issue Price")  to existing retail shareholders in the
Company to raise up to £472,597.76.  The issue of the New Ordinary Shares is
conditional inter alia on the Company's shareholders passing resolutions to
re-organise the Company's share capital to reduce the number of shares in
issue by a factor of 10 which means that the existing 67,389,680 ordinary
shares of £0.005 each will if the resolutions are passed be consolidated into
6,738,968 ordinary shares of  £0.0005 each and 667,157,832 deferred shares
of £0.0005. The deferred shares will not carry any voting rights and will not
be listed on the Official List.  Further details of this share
re-organisation are set out in the circular.

The Company is in imminent need of capital to continue to trade while
developing the copper/cobalt project in the Democratic Republic of Congo
called the Molulu Project in which it has a 70% indirect interest.  The Board
of the Company has today published a shareholder circular calling a general
meeting of the Company's shareholders on 16 July 2025 ("General Meeting") to
facilitate an injection of £956,482 in cash.

The Company has obtained a commitment from NIU Invest SE ("NIU") to subscribe
for the whole of this amount £956,482 ("NIU Subscription") but NIU has agreed
to be scaled back to allow (i) shareholders in the Company and (ii) holders
(other than NIU) of convertible loan notes issued under a convertible loan
instrument created by the Company on 9 April 2024 ("April CLN") in
unrestricted jurisdiction to participate in this fundraising by subscribing
for up to 23,629,888 New Ordinary Shares at the same price as NIU (being
£0.02) ("Subscription Price").

Further details of the background to the Retail Offer are contained in the
Circular.

The Issue Price represents a discount of approximately 74.2 per cent to the
closing share price of 0.775p per existing Ordinary Share of £0.005 each in
the capital of the Company on 15 July 2025 assuming the share capital
re-organisation that the Company has asked Shareholders to approve at the
General Meeting is implemented.

The Retail Offer is conditional on:

1.      the approval of resolutions of shareholders of the Company to
grant a waiver of the requirement for NIU or any persons it is acting in
concert with NIU for the purposes of the UK City Code on Takeovers and Mergers
("Acting in Concert") to make a general offer for the entire issued share
capital of the Company under Rule 9 of the UK City Code on Takeovers and
Mergers ("Code") upon the acquisition of interests in the ordinary shares in
the Company resulting in the NIU , together with any persons Acting in
Concert, holding interests in 30% or more of the ordinary shares of the
Company ("Rule 9 Waiver").

2.      the consent of the UK Takeover Panel to seek from the
shareholders of the Company the Rule 9 Waiver being obtained;

3.      the publication of a simplified prospectus approved by the Uk
Financial Conduct Authority ("FCA") containing details of the NIU Subscription
and the Retail Offer ("Prospectus");

4.      admission of the Retail Offer Shares to the Equity Share
(Transition) Category of the Official List and to trading on the Main Market
operated by the London Stock Exchange ("Admission") becoming effective on or
before 8.00 a.m. London time on 30 September 2025; and

the passing of all shareholder resolutions to be considered at the General
Meeting ("Resolutions") to approve the issue and allotment of New Ordinary
Shares to NIU for the purposes of the Code, re-organise the share capital of
the Company and grant the board authority to allot New Ordinary Shares non
pre-emptively provided that this occurs no later than 30 September 2025 (or
such later date as agreed in writing between the parties) ("Admission").
Admission of the New Ordinary Shares pursuant to the Retail Offer is expected
to take place at 8.00 a.m. on 11 August 2025.

The proceeds of the NIU Subscription and the Retail Offer will be used to fund
the running cost of the  Molulu Project, pay for geological programme and
drilling costs at Molulu Project, pay historic creditors and pay for the costs
of this transaction.

Shareholders should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and an
investment in the Company carries a number of risks. The main risks that are
perceived by the Company in respect of an investment in the Company are set
out in Appendix A below.  Shareholders considering an investment should
review Appendix A thoroughly.  Shareholders should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer Shares if they are in any doubt.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                                           16 July 2025
 Latest time and date for commitments under the Retail Offer                  23 July 2025 16:30
 Results of the Retail Offer announced                                        1 August 2025
 Admission and dealings in New Ordinary Shares issued pursuant to the Retail  11 August 2025
 Offer commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                             CRTM
 ISIN for the New Ordinary Shares   GB00BPP06126
 SEDOL for the New Ordinary Shares  BJVR6M6

Retail Offer

The Company values its retail shareholder base, and therefore believes that it
is appropriate to provide its existing retail shareholders in the United
Kingdom the opportunity to participate in the Retail Offer. The Company is
therefore making the Retail Offer available in the United Kingdom through the
financial intermediaries which will be listed, subject to certain access
restrictions, on the following website:

https://www.bookbuild.live/deals/L1899Q/authorised-intermediaries
(https://www.bookbuild.live/deals/L1899Q/authorised-intermediaries)

Optiva Securities Limited will be acting as retail offer coordinator in
relation to this Retail Offer (the "Retail Offer Coordinator").

Allocation will be made applying the principles of soft pre-emption,
shareholders can apply for up to the total number of shares available under
the Retail Offer being 23,629,888 New Ordinary Shares. Existing retail
shareholders can contact their broker or wealth manager 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).

Any expenses incurred by any intermediary are for its own account.
Shareholders should confirm separately with any intermediary whether there
are any commissions, fees or expenses that will be applied by such
intermediary in connection with any application made through that intermediary
pursuant to the Retail Offer.

The Retail Offer will be open to eligible shareholders in the United Kingdom
at 7:05 on 16 July 2025. The Retail Offer is expected to close at 16:30 on 23
July 2025. Shareholders should note that financial intermediaries may have
earlier closing times.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator at vishal.balasingham@optivasecurities.com or BookBuild at
support@bookbuild.live (mailto:support@bookbuild.live) .

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

The Retail Offer is an offer to subscribe for transferable securities but it
is an exempt offer to the public by virtue of section 86(1) of the Financial
Services and Markets Act (as amended) as the total consideration for the
transferable securities being offered in the UK does not exceed
£472,507.76.  However, the Retail Offer is conditional on the publication of
a Prospectus as this is required to facilitate the Admission of the Retail
Offer Shares.

A Prospectus is expected to be published shortly after the General Meeting to
facilitate the Admission of the Retail Offer Shares (this remains subject to
Financial Conduct Authority's approval).   However, Shareholders'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £500 per investor under the terms of the
Retail Offer which is open to investors in the United Kingdom subscribing via
the intermediaries which will be listed, subject to certain access
restrictions, on the following website:

https://www.bookbuild.live/deals/L1899Q/authorised-intermediaries
(https://www.bookbuild.live/deals/L1899Q/authorised-intermediaries)

The maximum amount that can be applied for under the Retail Offer is
23,629,888 New Ordinary Shares. The terms and conditions on which investors
subscribe will be provided by the relevant financial intermediaries including
relevant commission or fee charges.

Shareholders should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

For further information, please contact:

 Critical Metals plc

 CEO                            rfryer@criticalmetals.co.uk (mailto:rfryer@criticalmetals.co.uk)

 Russell Fryer

 St Brides Partners Ltd

 Financial PR                   critical@stbridespartners.co.uk (mailto:critical@stbridespartners.co.uk)

 Ana Ribeiro / Charlotte Page

Further information on the Company can be found on its website at:
www.criticalmetals.co.uk (http://www.criticalmetals.co.uk)

The Company's LEI is 213800MU3B7CS88PY290 .

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" and Appendix A sections of the
announcement should be read and understood.

Important Notices

An investment in the New Ordinary Shares is a high risk investment.  The
Company's Group has barely generated any revenue and is its main asset is
located in the Democratic Republic of Congo where a civil war is ongoing.
Furthermore, the Permit for the Molulu Project being PEPM No.14784 was only
granted until 29 December 2024 and is currently being renewed but there is no
certainty an extension will be granted.  Also, the Company is likely to need
additional capital beyond the first anniversary of the publication of the
Prospectus which may involve holders of New Ordinary Shares being diluted.
Further details of the risk factors related to an investment in New Ordinary
Shares are contained in Appendix A below.

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Hong Kong, Singapore, Japan,
the Republic of South Africa, any member state of the EEA or any other
jurisdiction in which such offer or solicitation is or may be unlawful. No
public offer of the securities referred to herein is being made in any such
jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Optiva Securities Limited ("Optiva") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") is acting exclusively for
the Company and for no-one else and will not regard any other person (whether
or not a recipient of this announcement) as its client in relation to the
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

The value of New Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market, commodity and currency
movements. When you sell New Ordinary Shares you acquire in the Retail Offer ,
you may get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity political changes in the democratic republic of Congo and
developments in the mining sector and dividend policy and the development of
the industries in which the Company's businesses operate to differ materially
from the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties, prospective
investors are cautioned not to place undue reliance on forward-looking
statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company, and Optiva expressly disclaims any obligation or undertaking
to update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Optiva, nor any of its directors,
employees or any other affiliates (together "Affiliates"),, accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any other
information relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the announcement
or its contents or otherwise arising in connection therewith. Each of the
Optiva and its Affiliates, accordingly disclaims all and any liability whether
arising in tort, contract or otherwise which it might otherwise be found to
have in respect of this announcement or its contents or otherwise arising in
connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the Main Market of
the London Stock Exchange plc.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

Appendix A

The following are the main risk factors in respect of an investment in the
Company's shares:

1.    the Company has a 70% indirect interest in a Democratic Republic of
Congo ("DRC") company called Amani Minerals Katanga SA, which holds a small
scale mine exploitation permit ("PEPM") for the Molulu Project was valid until
29 December 2024 and AMK is in the process of renewing the permit for a
further 5-year period. There is a risk that this renewal may not be granted
but until the application is determined the permit remains valid. If this
renewal is granted, in order to extend the PEPM over the initial 10-year
period,  approval of the DRC Mining Directorate is required and there is a
risk that this approval may not be forthcoming and therefore AMK loses its
right to mine at Molulu. There is also a risk that the government of the DRC
may take a 10 per cent stake in AMK reducing the Company's indirect interest
in AMK to 63 per cent.

2.    Although the Directors believe that following the completion of the
Retail Offer and the NIU Subscription the capital available to the Company's
group ("Group") is sufficient to fund the capital required by the Molulu
Project for at least the next 12 months from the date of Prospectus ("Working
Capital Period"), if exploration work into 2026 continues at the same rate and
costs as 2025, on an equivalent cash burn rate, the Company will incur costs
in the region of £1,000,000 in 2026. If the Company encounters higher grade
copper mineralisation during this 2025 exploration phase, the Company may
consider installing a copper ore concentration circuit which is estimated to
cost in the region of £1,000,000 to £2,000,000, depending on the
circumstances. The Company is therefore likely to need to raise further
capital after the Working Capital Period.

3.    Following Admission, NIU as a large shareholder will control the
Company and be able to influence its direction. The interests of NIU may
conflict with minority shareholders and NIU may seek to selectively purchase
additional New Ordinary Shares without making an offer to shareholders more
widely. This is because when a person holds in excess of 50% of the issued
share capital, under the Code, any further purchases of shares no longer
trigger a requirement under Rule 9 of the Code to make an offer to acquire the
remaining shares in the Company. This may have a negative impact on liquidity
of the New Ordinary Shares and make it difficult for minority shareholders to
sell their New Ordinary Shares.

4.    The Company's business is focused on exploration, development and
exploitation of minerals and mining which involves a high degree of risk.
Whilst the Directors believe there are potentially economically recoverable
volumes of minerals at the Molulu Project, there is currently no certainty
that that this will be the case.

5.    The Company's only source of revenue is expected to derive from the
sale of copper ore and/or cobalt ore. Therefore, the Company's potential
future earnings will likely be closely related to the price of copper and
cobalt and, in consequence, the Company's business will be negatively affected
by falls in the prices of copper and cobalt. Although recovered now, copper
and cobalt prices declined by 30 and 21 per cent, respectively, between 2014
and 2016 and, given inherent uncertainty over the prices of commodities
generally, there is always a risk this may be repeated.

6.    The Company holds a 70 per cent interest in the Molulu Project
through a DR Company called MO RDC SARLU (MO RDC).  MO RDC holds 70% of the
issued shares of AMK and MO RDC is party to the shareholders' agreement with
the original shareholders of AMK being Yann Iyompo, Justin Bikoko, Matthieu
Lumpuma and Hubert Lukungula ("Original Partners"). Therefore, the Company
will be exposed to the risks inherent in disputes with the Original Partners
or other issues with partners that may acquire the 30% shareholding in AMK in
the future.

7.    AMK is dependent on the DRC road network to transport the ore
produced from the Molulu Project to the point of sale. The Molulu Project is
located a significant distance from potential processing plants and/or other
points of sale and so there is a risk particularly during the rainy seasons
that there may be logistical issues with getting AMK's ore to market.

8.    Adverse weather and geological events have occurred in the DRC in
recent years and there is risk that the operations of AMK may be disrupted by
such events in the future.

9.    Past political instability in the DRC means it is a high-risk
jurisdiction as there is a greater risk of political instability in the future
which may damage AMK's operations and/or business or lead to issues with AMK's
PEPM for the Project.

10.  Shareholders  will experience a dilution of their percentage ownership
of the Company if all the warrants and options over New Ordinary Shares are
exercised. At Admission, the Company has a significant number of warrants over
New Ordinary  Shares in issue and if all these are exercised it this would
result in significant dilution for investors.

11.  The market price of the New Ordinary Shares, could be subject to
significant fluctuations. Shareholders may not be able to realise returns on
their investment in Ordinary Shares within a period that they would consider
to be reasonable.

12.  The Company's listing on the Official List should not be taken as
implying that there will be a liquid market in the Ordinary Shares.
Shareholders should be aware that the value of the Ordinary Shares may be
volatile and may go down as well as up and investors may therefore not recover
the full value of their original investment.

13.  Dividend payments may not be declared on the Ordinary Shares.

 

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