REG - Caerus Mineral Res. - EVM Convertible Loan

Critical Mineral ResourcesAnnouncement

30/11/2022 09:00

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RNS Number : 0708I  Caerus Mineral Resources PLC  30 November 2022

 

30 November 2022

Caerus Mineral Resources PLC

('Caerus' or the 'Company')

EVM Convertible Loan

Caerus Mineral Resources plc (LON:CMRS), the exploration and resource
development company focused on developing mineral resources to support the
global 'Clean Energy' initiative is pleased to announce EV Metals Group Plc
("EVM") has entered into a subscription agreement with the Company (the
"Subscription Agreement") pursuant to which the Company may require EVM to
subscribe for unsecured convertible loan notes up to £625,000 (the "Total
Subscription Amount"). Should the Company require EVM to subscribe for the
Total Subscription Amount, EVM's resulting holding in the Company would be
29.9%.

The funds raised from the convertible loan notes, that have a conversion price
of 7.5p, shall be used to support the Company's general working capital
requirements and help accelerate opportunities created through its EVM
alliance. As a result of the alliance, the Company is in ongoing discussions
regarding opportunities to enhance its license portfolio.  These
opportunities are wholly aligned with Caerus' strategic focus of developing
mineral resources that support the clean energy transition.

Subscription Agreement

The Subscription Agreement provides that any time during the twelve month
period from 29 November 2022 (the "Availability Period"), the Company may
require EVM to subscribe for unsecured convertible loan notes. Initially the
Company may request EVM to subscribe for convertible loan notes with a value
of at least £325,000 and up to the Total Subscription Amount (the "Initial
Subscription").

If the Initial Subscription is less than the Total Subscription Amount, the
Company will have the right to require EVM to undertake a second subscription
for Convertible Loan Notes for the difference between the Initial Subscription
and the Total Subscription Amount.

Convertible Loan Notes

On 28 November 2022, the Company constituted the convertible loan note
instrument (the "Instrument") for the purpose of issuing unsecured convertible
loan notes (the "Notes") up to an aggregate amount of £625,000. The key terms
of the convertible loan notes are briefly summarised below:

·      the Notes are unsecured

·      the Notes shall not accrue any interest

·      the Notes are required to be redeemed within 12 months from the
date on which any notes are issued under the Instrument (the "Maturity Date")

·      EVM, as the noteholder, may elect at any time up to the Maturity
Date to convert the Notes into shares in the company at an agreed conversion
price of 7.5p

Related Parties

EVM is a significant shareholder of the Company holding as at the date of this
announcement approximately 16.34 per cent. of the voting rights of the
Company. In the event that the Notes were fully converted into ordinary shares
(and assuming no other changes to the capital structure of the Company) then
EVM would hold approximately 29.9 per cent. of the total voting rights of the
Company.

Mr Russell Thomson is a statutory director of EVM and Mr Dominic Traynor is
corporate secretary to EVM. Mr Thomson and Mr Traynor did not form part of the
quorum and did not vote on the proposal to approve the terms of the
Subscription Agreement and the Instrument. The independent directors of the
Company have determined that the terms of the proposed transaction are fair
and reasonable and in the best interest of its shareholders other than EVM. In
particular, it was noted that the conversion price of the Notes represented a
premium to the share price of the Company as at the date of this announcement
and would provide important funding for the Company.

For further information, please contact:

 Caerus Mineral Resources plc             info@caerusmineralresources.com (mailto:info@caerusmineralresources.com)

 Charles Long, Chief Executive Officer
 Novum Securities                         +44 (0) 20 7399 9425

 Jon Belliss

 

 

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