REG - Metals Exploration - Exercise of Options and Total Voting Rights

Metals ExplorationAnnouncement

03/06/2025 12:00

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RNS Number : 2442L  Metals Exploration PLC  03 June 2025

3 June 2025

METALS EXPLORATION PLC

Exercise of Options and Warrants, PDMR Dealings and Total Voting Rights

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company"),
gold production, exploration and development company with assets in the
Philippines and Nicaragua, announces that it has received notices of exercise
in respect of options and warrants over new ordinary shares of £0.0001 each
("Ordinary Shares").

The notices of exercise, in aggregate, comprise: (i) options over 229,600,000
new Ordinary Shares at an exercise price equal to nominal value under the
Metals Exploration plc Long Term Incentive Plan ("LTIP"); (ii) options over
11,122,524 new Ordinary Shares at an exercise price of £0.0725 each under the
Condor Gold plc Employee Share Options scheme; and (iii) warrants over
9,889,058 new Ordinary Shares at an exercise price equal of £0.0605 each.

The options issued under the LTIP have met all performance vesting conditions,
being the Metals Exploration volume-weighted average share price over a 30-day
period exceeding: (i) 2.5 pence; (ii) 5 pence; and (iii) 7.5 pence, with each
condition representing one third of the total number of options.

The options under the Condor Gold plc Employee Share Options scheme and the
warrants were issued as result of the Company's acquisition of Condor Gold plc
in January 2025, and have been exercised in accordance with their terms.

PDMR Dealings

Details of the option exercised by Darren Bowden are set out below, with
further information being contained in the Appendix to this announcement:

 Director/PDMR                           Number of Ordinary Shares over which options were exercised under the LTIP  Resulting number of Ordinary Shares held  % of enlarged share capital
                                         scheme
 Darren Bowden, Chief Executive Officer  180,000,000                                                                 199,309,250                               6.83

 

Details of the Ordinary Shares sold by a director, Tim Livesey, to fund a tax
liability arising as a result of a previous exercise of Metals Exploration
options, are set out below, with further information being contained in the
Appendix to this announcement:

 Director/PDMR                        Number of Ordinary Shares sold  Resulting number of Ordinary Shares held  % of enlarged share capital
 Tim Livesey, Non-Executive Director  2,500,000                       4,100,000                                 0.14

 

Admission and total voting rights

Application has been made to the London Stock Exchange plc for the admission
of the new Ordinary Shares to trading on AIM ("Admission"), which is expected
to take place at 8.00 a.m. on or around 6 June 2025.

Following Admission, the Company will have 3,216,050,370 Ordinary Shares in
issue, of which 299,385,458 ordinary shares are held in treasury, and,
accordingly, the total number of voting rights is 2,916,664,912. Therefore,
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.

Change of Significant Shareholders' Interests

Upon the completion of the above share issues the Company is aware of the
following significant shareholders and their respective interests on
Admission:

 Shareholder                     Number of Ordinary Shares  % of enlarged share capital
 Nick Candy*                     653,000,000                22.39
 Drachs Investments No3 Limited  465,565,701                15.96
 Jim Mellon                             219,940,710         7.54

Notes:

* - Nick Candy has an interest in 653,000,000 Ordinary Shares, comprising:
Candy Investments S.a.r.l with 650,000,000 Ordinary Shares, Candy Ventures
S.a.r.l with 2,000,000 Ordinary Shares, and MTL (Luxembourg) S.a.r.l with
1,000,000 Ordinary Shares. Candy Investments S.a.r.l, Candy Ventures S.a.r.l
and MTL (Luxembourg) S.a.r.l are each wholly owned by Nick Candy, save for
Candy Ventures S.a.r.l, in which he holds a 90% interest, with Steven Smith
owning 10%.

** - 16,449139 Ordinary Shares held directly in Mr Mellon's own name and
203,491,571 Ordinary Shares held by Galloway Limited, a company indirectly
wholly owned by Mr Mellon.

 

For further information please visit or contact:

 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
                                          metalsexploration@blytheray.com (mailto:metalsexploration@blytheray.com)

 

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)

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

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

 2.    Reason for the Notification
 a)    Position/status                                                CEO (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                                      Exercise of options to acquire Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)    Volume(s)
                                                                      £0.0001     180,000,000

 
 d)    Aggregated information                                         N/A (Single transaction)

       Aggregated volume Price
 e)    Date of the transaction                                        2 June 2025
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction 

2 June 2025

f)

Place of the transaction

Outside a trading venue

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Tim Livesey

 2.    Reason for the Notification
 a)    Position/status                                                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                                      Sale of Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)    Volume(s)
                                                                      £0.082      2,500,000

 
 d)    Aggregated information                                         N/A (Single transaction)

       Aggregated volume Price
 e)    Date of the transaction                                        30 May 2025
 f)    Place of the transaction                                       AIM

 

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction 

30 May 2025

f)

Place of the transaction

AIM

 

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