REG - Metals Exploration - Bridging Term Loan Facility Repayment

Metals ExplorationAnnouncement

07/03/2025 07:00

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RNS Number : 7263Z  Metals Exploration PLC  07 March 2025

7 March 2025

METALS EXPLORATION PLC

Bridging Term Loan Facility Repayment

Total Voting Rights

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company"), a
gold production, exploration, and development company with assets in the
Philippines and Nicaragua, is pleased to announce that, further to its
announcements of 2 December 2024 and 5 February 2025, the Company has agreed
to amend the terms of the unsecured bridging term loan facility (the
"Facility") with Drachs Investments No3 Limited ("Drachs") to permit repayment
of the Facility via the issue of equity (the "Facility Repayment").

The outstanding amount repayable under the Facility, including principal and
accrued interest, is £5,647,671.23, which has been satisfied via a transfer
of 94,127,854 ordinary shares of £0.0001 each in the capital of the Company
("Ordinary Shares") (the "Repayment Shares") held in treasury to Drachs at an
issue price of £0.06 per Ordinary Share, representing a premium of
approximately 9.1% to the middle-market close price on 6 March 2025.

The Facility Repayment enables the Company to retain cash to continue its
exploration and development plans at its Philippine and Nicaraguan assets.
Following the Facility Repayment, the Company is debt-free.

Change of Significant Shareholder Interest and Related Party Transaction

As a result of the transfer of the Repayment Shares, Drachs is interested in
429,659,997 Ordinary Shares, representing 16.12% of the Company's total voting
rights. The TR-1 notification form is shown below.

Drachs is a substantial shareholder and the Facility Repayment is therefore
deemed a related party transaction pursuant to the AIM Rules. The independent
Directors of the Company, being Nick von Schirnding, Darren Bowden, Steven
Smith, Timothy Livesey, Andrew Chubb and David Cather, having consulted with
Strand Hanson Limited, the Company's Nominated Adviser, consider the terms of
the Facility Amendment to be fair and reasonable insofar as shareholders of
the Company are concerned.

Total Voting Rights

As a result of the transfer from treasury of the Repayment Shares, the Company
has 2,965,438,788 Ordinary Shares in issue, of which 299,385,458 Ordinary
Shares are held in treasury, and, accordingly, the total number of voting
rights is 2,666,065,330. This figure may be used by shareholders in the
Company as the denominator for the calculation by which they may determine if
they are required to notify their interest in, or change to their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Darren Bowden, CEO of Metals Exploration, commented:

"We are very grateful for the ongoing support from Drachs. The provision of an
unsecured bridging facility at short notice last November was a key element in
enabling the Company to secure the Condor Gold board's support for our
takeover offer. Their decision to convert the loan into shares at a premium to
the market price and 30-day VWAP underlines their confidence in our growth
potential and future plans. We look forward to continuing our close
collaboration with Drachs as we advance our projects in the Philippines and
Nicaragua."

 

For further information, please contact or visit:

 Metals Exploration PLC
 Via BlytheRay                            +44 (0) 207 138 3204

 Nominated & Financial Adviser:           STRAND HANSON LIMITED
 James Spinney, James Dance, Rob Patrick  +44 (0) 207 409 3494
 Broker:                                  HANNAM & PARTNERS
 Matt Hasson, Franck Nganou               +44 (0) 207 907 8500

 Public Relations:                        BLYTHERAY
 Megan Ray, Said Izagaren                 +44 (0) 207 138 3204

 

Web:                www.metalsexploration.com
(http://www.metalsexploration.com)

X:                     @MTLexploration
(https://twitter.com/MTLexploration)

LinkedIn:           Metals Exploration
(https://www.linkedin.com/company/metals-exploration-plc)

 

 

TR-1: Standard form for notification of major holdings

 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
 FCA in Microsoft Word format if possible) (i)

 1a. Identity of the issuer or the underlying issuer of existing shares to                                                                                    Metals Exploration plc
 which voting rights are attached (ii):
 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X"
 if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                               X
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights                                                                                                                                                                                                          X
 Other (please specify) (iii):
 3. Details of person subject to the notification obligation (iv)
 Name                                                                                                                                                         Drachs Investments No3 Limited
 City and country of registered office (if applicable)                                                                                                        Jersey, UK
 4. Full name of shareholder(s) (if different from 3.) (v)
 Name                                                                                                                                                         Helga Evans
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached (vi):                                                                                                  7 March 2025
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               7 March 2025
 7. Total positions of person(s) subject to the notification obligation
                                                                            % of voting rights attached to shares (total of 8. A)  % of voting rights through financial instruments      Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  16.12%                                                 -                                                     16.12%                          429,659,997
 Position of previous notification (if                                      13.05%                                                 -                                                     13.05%

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached (viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights (ix)                                              % of voting rights

shares

 ISIN code (if possible)
                                                Direct                    Indirect                                        Direct                                           Indirect

                                                (DTR5.1)                   (DTR5.2.1)                                     (DTR5.1)                                         (DTR5.2.1)
 Ordinary                                       429,659,997               -                                               16.12%                                           -

 SUBTOTAL 8. A                                  429,659,997                                                               16.12%

 B 1: Financial Instruments according to DTR5.3.1R (1) (a)
 Type of financial instrument                   Expiration  Exercise/                             Number of voting rights that may be acquired if the instrument is        % of voting rights

date (x)
Conversion Period (xi)

                                                                                                  exercised/converted.

                                                            SUBTOTAL 8. B 1

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument  Expiration                   Exercise/                   Physical or cash                                          Number of voting rights  % of voting rights

date (x)
Conversion Period (xi)

                                                                                        Settlement (xii)

                                                                                        SUBTOTAL 8.B.2

 

 9. Information in relation to the person subject to the notification
 obligation (please mark the

 applicable box with an "X")
 Person subject to the notification obligation is not controlled by any natural
 person or legal entity and does not control any other undertaking(s) holding
 directly or indirectly an interest in the (underlying) issuer (xiii)
 Full chain of controlled undertakings through which the voting rights and/or                                                                                                                                                 X
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity (please add additional rows as
 necessary) (xiv)
 Name (xv)                       % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                             than the notifiable threshold
 Helga Evans                     0.00%                                                                       -                                                                           0.00%
 Drachs Investments No3 Limited  16.12%                                                                      -                                                                           16.12%

 10. In case of proxy voting, please identify:
 Name of the proxy holder
 The number and % of voting rights held
 The date until which the voting rights will be held

 11. Additional information (xvi)

 

 Place of completion  London, UK
 Date of completion   7 March 2025

 

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