REG - Metals Exploration - Equity Issues and Total Voting Rights

Metals ExplorationAnnouncement

07/02/2025 07:00

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RNS Number : 3277W  Metals Exploration PLC  07 February 2025

7 February 2025

METALS EXPLORATION PLC

Equity Issues and Total Voting Rights

Metals Exploration plc (AIM: MTL) ("Metals Exploration", "MTL" or the
"Company" and, together with its subsidiaries, the "Group") a gold production,
exploration, and development company with assets in the Philippines and
Nicaragua, announces that it has issued the new ordinary shares of £0.0001
each in the capital of the Company ("Ordinary Shares"), options and warrants
as listed below.

Condor Options and Warrants

Under the Scheme of Arrangement ("Scheme"), wherein the Company acquired 100%
of Condor Gold, MTL contracted to roll over certain of the existing Condor
Gold options and warrants into new MTL options and warrants on equivalent
terms.

As a result, the Company has issued the below options and warrants over
Ordinary Shares to previous Condor Gold option/warrant holders:

Options

·      15,805,057 options to acquire Ordinary Shares at an exercise
price of £0.0725 each on or before 31 May 2025;

·      20,647,890 options to acquire Ordinary Shares at an exercise
price of £0.0829 each on or before 31 May 2026;

·      20,595,783 options to acquire Ordinary Shares at an exercise
price of £0.0492 each on or before 13 September 2027;

·      22,804,442 options to acquire Ordinary Shares at an exercise
price of £0.0397 each on or before 5 July 2028, with 50% only exercisable
after 6 July 2025; and

·      28,339,112 options to acquire Ordinary Shares at an exercise
price of £0.0484 each on or before 29 May 2029, with only 50% exercisable
after 29 May 2025 and the remaining 50% exercisable after 29 May 2026.

Warrants

·      31,671,104 warrants to acquire Ordinary Shares at an exercise
price of £0.0605 each on or before 21 January 2028.

Long-Term Incentive Plan Options ("LTIP Options")

At the General Meeting of shareholders held on 23 August 2024, a long-term
incentive programme was approved, granting the directors authority to issue up
to 15% of the Company's issued capital as LTIP Options.

In accordance with this approval, LTIP Options to subscribe for, in aggregate,
318 million Ordinary Shares have been issued to certain directors and senior
management of the Group to incentivise and assist in the retention of such
persons for the benefit of the Company.

The LTIP Options to subscribe for 221.5 million Ordinary Shares are in
relation to the Tranche A Options announced on 6 August 2024 and approved at
the General Meeting held on 23 August 2024. The further 96.5 million LTIP
Options to subscribe for Ordinary Shares have been issued following the
acquisition of Condor Gold, both in lieu of payment of cash bonuses and in
relation to incentivising the key personnel that Metals Exploration has
engaged in conjunction with the acquisition.

The key terms of the LTIP Options are as follows:

·      Exercise price: £0.0001 per Ordinary Share.

·      Exercise period: 7 years from issue.

Vesting conditions:

·      A minimum consecutive continuing employment of three years with
or, as applicable, a service relationship as a non-executive director,
consultant, contractor or other adviser to the Company; and

·      One-third of the options shall vest upon the earliest date
following the grant date upon which the value of an Ordinary Share (based on
the volume-weighted average price over a 30-day period) is at least: (i) 2.5
pence; (ii) 5 pence; and (iii) 7.5 pence.

The Company's efforts to introduce an LTIP for senior management were blocked
for several years by one of the Company's lenders under loan covenants that
had previously existed. These covenants were removed with the debt settlement
agreements that shareholders approved at the 23 August 2024 General Meeting.
The terms of the LTIP Options were formulated and agreed between the Company
and its senior lender in December 2022 and, accordingly, are based on the
then-current average share price. The intention to implement a long-term
incentive plan, including an option package, was set out in the Company's
remuneration report forming part of both the Company's 2022 and 2023 Annual
Reports. Since receiving shareholder approval to issue the LTIP Options, a
number of corporate activities have been carried out by the Company, resulting
in it not previously having been in a position to issue the LTIP Options. The
completion of the Condor Gold acquisition now allows the LTIP Option issue to
proceed.

Details of the awards to PDMRs are set out below, with further information
being contained in the Appendix to this announcement:

 

 PDMR                                   Number of Options issued  Number of Options held
 Darren Bowden - CEO                    180,000,000               189,500,000
 Michael Langoulant - CFO               45,000,000                48,500,000
 Andrew Chubb - Non-Executive Director  4,000,000                 4,000,000
 David Cather - Non-Executive Director  4,000,000                 4,000,000
 Tim Livesey - Non-Executive Director   4,000,000                 4,000,000

 

Issue of Incentive Shares under the Management Incentive Programme

The Company has issued a total of 13,563,930 new Ordinary Shares at an average
issue price of £0.0344 (the "Incentive Shares") to members of the senior
management team, in accordance with the 2022, 2023 and 2024 Management
Incentive Programmes.

Details of the awards to PDMRs are set out below, with further information
being contained in the Appendix to this announcement:

 PDMR                      Number of new Ordinary Shares issued under MIP  Number of Ordinary Shares held post-award  % of issued share capital
 Darren Bowden - CEO       11,051,915                                      19,309,250                                 0.75%
 Michael Langoulant - CFO  872,180                                         6,370,406                                  0.25%

 

Nick von Schirnding, Chairman of Metals Exploration, commented:

"I am pleased to announce the issue of LTIP Options and Incentive Shares which
we believe will enable us to incentivise and retain employees of the Company,
both in the Philippines and in Nicaragua, and at a Board and management level.

"The terms of the LTIP Options were formulated when the Company's share price
was trading at significantly lower levels than it is today, however, due to
the transformational operating performance over the last several years
together with the corporate activities that have been carried out by the
Company, that have not only led to creating a sustainable business with a
clear growth strategy but also an increase in the share price, we have not
been able to issue the LTIP Options until now.

"This year has already been pivotal for Metals Exploration, with the
successful closing of the Condor Gold acquisition marking a major step forward
in our growth strategy. Further developments are well underway in both
Nicaragua and the Philippines, as we look to fast track La India into
production, and potentially extend the life of mine at Runruno. The issue of
LTIP Options together with the incentive scheme ensures we are well positioned
to drive these projects forward while aligning the interests of our team with
the long-term success of the Company."

Admission and Total Voting Rights

 

Application has been made to London Stock Exchange plc for the admission of
the 13,563,930 Incentive Shares to trading on AIM ("Admission"), which is
expected to take place at 8.00 a.m. on or around 12 February 2025.

 

Following Admission, the Company will have 2,965,439,489 Ordinary Shares in
issue, of which 393,513,312 ordinary shares as held in treasury, and,
accordingly, the total number of voting rights is 2,571,926,177. From the date
of Admission, 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.

 

 

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)

 

 

Appendix

PDMR Notification Forms:

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           1.   Darren Bowden

                                                                      2.   Mike Langoulant

                                                                      3.   Andrew Chubb

                                                                      4.   David Cather

                                                                      5.   Tim Livesey

 2.    Reason for the Notification
 a)    Position/status                                                1.   Chief Executive Officer

                                                                      2.   Chief Financial Officer (PDMR)

                                                                      3.   Non-Executive Director

                                                                      4.   Non-Executive Director

                                                                      5.   Non-Executive Director

 b)    Initial notification/amendment                                 Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           METALS EXPLORATION PLC
 b)    LEI                                                            2138006CFXWG2OPRV987
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
       where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument    Ordinary Shares of £0.0001 each in the Company
       Identification code                                            ISIN for Ordinary Shares: GB00B0394F60
 b)    Nature of the Transaction                                      Grant of options over Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)    Volume(s)
                                                                       £0.0001    1.   180,000,000

                                                                            2.   45,000,000

                                                                            3.   4,000,000

                                                                            4.   4,000,000

                                                                            5.   4,000,000

 
 d)    Aggregated information

       Aggregated volume Price                                        Price: £0.0001

                                                                      Volume: 237,000,000

 e)    Date of the transaction                                        7 February 2025
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

Aggregated volume Price

 

Price: £0.0001

Volume: 237,000,000

 

e)

Date of the transaction 

7 February 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           1.   Darren Bowden

                                                                      2.   Mike Langoulant
 2.    Reason for the Notification
 a)    Position/status                                                1.   Chief Executive Officer

                                                                      2.   Chief Financial Officer (PDMR)
 b)    Initial notification/amendment                                 Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           METALS EXPLORATION PLC
 b)    LEI                                                            2138006CFXWG2OPRV987
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
       where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument    Ordinary Shares of £0.0001 each in the Company
       Identification code                                            ISIN for Ordinary Shares: GB00B0394F60
 b)    Nature of the Transaction                                      Issue of Incentive Shares under the Management Incentive Programme
 c)    Price(s) and volume(s)                                         Price(s)          Volume(s)
                                                                      1.   £0.0344      1.   11,051,915

                                                                      2.   £0.0344      2.   872,180

 
 d)    Aggregated information

       Aggregated volume Price                                        Price: £0.0344

                                                                      Volume: 11,924,095

 e)    Date of the transaction                                        12 February 2025
 f)    Place of the transaction                                       AIM

 

d)

Aggregated information

Aggregated volume Price

 

Price: £0.0344

Volume: 11,924,095

 

e)

Date of the transaction 

12 February 2025

f)

Place of the transaction

AIM

 

 

 

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