REG - Caerus Mineral Res. - Miscellaneous Update

Critical Mineral ResourcesAnnouncement

21/11/2022 14:30

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RNS Number : 1019H  Caerus Mineral Resources PLC  21 November 2022

 

21 November 2022

Caerus Mineral Resources PLC

('Caerus' or the 'Company')

Caerus Mineral Resources plc (LON:CMRS) is an exploration and resource
development company focused on developing mineral resources to support the
global drive for 'Clean Energy'.

Update from the Chairman

In our interim results dated 31 September I stated my belief that significant
value can be delivered if we remain focused on the opportunities presented by
the EVM Alliance. I also committed to introducing more robust corporate
governance structures, so the Company operates to high standards with all its
stakeholders.

Since the announcement of our interim results, the Company has completed its
investigation into certain actions and commercial decisions made by the
previous management.  Part of this exercise was focused on ensuring the
Company recovers value and rebuilds shareholder confidence.  To this end, the
Company has agreed settlement terms with former directors, Michael Johnson and
Martyn Churchouse (Former Directors) resulting in, substantially, all of their
shares being gifted back to the Company (for no consideration) and the
termination of their warrants. The terms of which are described below.

Together, these actions help to draw a line in the sand and allow the Company
to commit its efforts to providing equity value for shareholders, with the
support of the EVM Alliance.

To further strengthen our corporate governance, we have initiated a search for
an independent director to ensure all shareholders' interests are protected.
The search is at an advanced stage and we will update the market in due
course.

Agreement with Former Directors

The Company has entered into a settlement agreement together with each of the
Former Directors. The Former Directors have agreed to, inter alia:

a)   the termination of all warrants held by the Former Directors,
representing in aggregate a total of 10,100,000 warrants over ordinary shares
of £0.01 each (Shares) (the Former Director Warrants); and

 

b)   return a total of 4,920,001 Shares in the Company held by them (such
shares being fully paid-up) by way of gift for no consideration (the Returned
Shares).

 

The Company has also negotiated a one-off payment, expected to be effected in
the new year, which will contribute significantly towards the value lost by
previous management decisions.

Treatment of Gifted Shares and Voting Rights

The Returned Shares will be transferred to the Company by the Former Directors
by way of gift. The Company intends to dispose of those shares to bona fide
third-party purchasers to raise additional capital for the Company.  In the
event that the company does not find a purchaser for the Returned Shares, the
Company will be required to cancel those Shares within a period of three years
from the acquisition in accordance with the Companies Act.

The Returned Shares, when registered in the name of the Company, will become
non-voting shares and will not be capable of being voted on by the Company in
respect of any resolutions put forward at any future General Meeting or Annual
General Meeting.

It is anticipated that following the conclusion of this exercise and a further
expected share gift to the Company, the Company will have a total of
50,525,945 Ordinary Shares carrying one vote per share and each shareholder's
voting rights will be increased on a pro-rata basis. The Company's issued
share capital, inclusive of the gifted shares held by the Company, will remain
61,211,258.

The Company will, following the acquisition of the Returned Shares, publish a
further announcement confirming the total voting rights in the Company and it
will update the list of significant shareholders, as currently maintained on
the Company's website.

Termination of the Warrants

The Company currently has in issue a total of 18,383,174 warrants over Shares
and the termination of the Former Director Warrants would result in there
being a total of 8,283,174 warrants in issue (such warrants then representing
approximately 13.5 per cent. of the issued share capital of 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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