REG - Metals Exploration - Director Resignation

Metals ExplorationAnnouncement

18/09/2023 07:00

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RNS Number : 6834M  Metals Exploration PLC  18 September 2023

Metals Exploration plc

 

Director Resignation and Appointment of Interim Chairman

 

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company"), a
gold producer in the Philippines, announces that its independent Chairman, Mr
David Cather, has resigned as a Non-Executive Director and Chairman of the
Company, with immediate effect.

 

Mr Cather has resigned these positions at the insistence of the Company's
second largest shareholder, Runruno Holdings Limited ("RHL"), a result
facilitated by certain provisions of the bilateral shareholder agreement that
RHL entered into with the Company's largest shareholder, MTL (Luxembourg)
S.a.r.l. ("MTL Lux"), at the time of the Company's debt restructuring (the
"Bilateral Shareholder Agreement").

 

The Bilateral Shareholder Agreement was entered into in conjunction with the
new relationship agreements that the Company executed with each of RHL and MTL
Lux, as part of the Company's debt restructuring in October 2020, and which
replaced the historical 2011 Shareholders Agreement. The 2011 Shareholders
Agreement contained certain provisions that restricted the board of Metals
Exploration (the "Board") from being able to act independently of RHL and
entering into the Bilateral Shareholder Agreement was a necessary private
concession that MTL Lux was required to accept, in order to ensure the
continued public quotation of the Company at this time. The Company
understands that, under the Bilateral Shareholder Agreement, MTL Lux is bound
to vote with RHL, if RHL votes against any resolution at the Company's general
meetings, and vice versa.

 

RHL initially advised the Company that it intended to vote against Mr Cather's
reappointment at the Company's recent annual general meeting on 19 June 2023
(the "AGM"), requiring MTL Lux also to vote against the reappointment pursuant
to the terms of the Bilateral Shareholder Agreement, which would have led to
Mr Cather's reappointment not being approved. In order to avert this outcome
at the AGM, and in an endeavour to ensure a smooth transition to the
appointment of a new independent Chairman, Mr Cather agreed with RHL that he
would resign from the Board at the earlier of i) the Board of the Company
appointing a replacement independent Chairman, or ii) 18 September 2023. The
Board has, to date, been unable to secure a replacement independent Chairman
but remains committed to achieving this as soon as practicable.

 

The resignation of Mr Cather as Chairman was against the wishes of the
majority of the Board (with the exception of Mr Guy Walker, RHL's
representative on the Board) as well as the Company's largest shareholder, MTL
Lux, particularly in light of his contribution to the Company and its ongoing
successes since joining the board in April 2021. RHL has informed the Company
that the reason for its actions was due to perceived issues with the Company's
corporate governance arrangements, which, again, is not a view shared by the
majority of the board or MTL Lux.

 

However, the Company is pleased to announce that, notwithstanding Mr Cather's
resignation from the Board, Mr Cather will continue to provide services to the
Company's subsidiaries as a director of Metals Exploration Pte Ltd (the
group's Singapore incorporated holding company), while remaining a mining
engineering consultant to FCF Minerals, the Company's Philippine operating
subsidiary.

 

While the Board endeavours to secure a suitable replacement independent
Chairman, the Board has resolved to appoint Mr Steven Smith, Non-Executive
Director, as the Interim Chairman. Mr Smith is MTL Lux's appointee to the
Board, and as such is not considered to be independent.

 

Further, until a new independent Chairman is appointed, Mr Andrew Chubb and Mr
Tim Livesey will be the only members of both the Audit and Remuneration Board
Committees.

 

-       END     -

 

For further information please visit or contact:

 

 Metals Exploration PLC
 Via Tavistock Communications Limited     +44 (0) 207 920 3150
 Nominated & Financial Adviser:           STRAND HANSON LIMITED
 James Spinney, James Dance, Rob Patrick  +44 (0) 207 409 3494
 Financial Adviser & Broker:              HANNAM & PARTNERS
 Matt Hasson, Franck Nganou               +44 (0) 207 907 8500
 Public Relations:                        TAVISTOCK COMMUNICATIONS LIMITED
 Jos Simson, Nick Elwes                   +44 (0) 207 920 3150

 

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

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

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

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014, which forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

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