REG - Metals Exploration - MTL Lux Shareholding Reorganisation

Metals ExplorationAnnouncement

13/12/2024 07:00

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RNS Number : 9293P  Metals Exploration PLC  13 December 2024

13 December 2024

METALS EXPLORATION PLC

 

MTL Lux Shareholding Reorganisation

 

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company"), a
gold producer in the Philippines, announces that, following earlier
consultation, it has been informed by the Company's largest shareholder, MTL
(Luxembourg) S.a.r.l ("MTL Lux"), that it has transferred 650,000,000 ordinary
shares of £0.0001 each in the capital of the Company ("Ordinary Shares") to
an associate company, Candy Investments S.a.r.l ("Candy Investments"). MTL Lux
will retain 1,000,000 Ordinary Shares. Both Candy Investments and MTL Lux are
100% owned by Nick Candy. Accordingly, this transfer does not have any effect
on the beneficial ownership of the Ordinary Shares held by Nick Candy's group
of companies.

As announced on 4 December 2024, MTL Lux entered into an irrevocable
undertaking in respect of its entire shareholding to vote in favour of the
shareholder authority resolutions required in connection with the share
consideration under the Company's recommended offer to acquire Condor Gold
plc. With the consent of the Panel on Takeovers and Mergers, MTL Lux has
entered into a replacement irrevocable undertaking, and Candy Investments has
entered into an irrevocable undertaking, over their entire shareholdings (in
aggregate being 651,000,000 Ordinary Shares) in each case on the same terms as
the original MTL Lux undertaking. Copies of the new irrevocable undertakings
will be made available on the Company's website in accordance with
Rule 26.2 of the City Code on Takeovers and Mergers.

 

Further, the Company and MTL Lux have terminated the current relationship
agreement with MTL Lux; having replaced it with a new relationship agreement
between the Company, MTL Lux and Candy Investments (the "Candy Entities").
This is to regulate the relationship between the Company and the Candy
Entities and to ensure, amongst other things, that the Company and its
business shall be managed for the benefit of the shareholders of the Company
as a whole. The Relationship Agreement also grants the Candy Entities the
right to appoint one director, for so long as they continue to hold more than
15% of the voting rights of the Company, in aggregate.

 

 

 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

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

 Web:                                               www.metalsexploration.com (http://www.metalsexploration.com/)
 X:                                                 @MetallsExploration (https://twitter.com/MTLexploration)
 LinkedIn:                                          Metals Exploration (https://www.linkedin.com/company/metals-exploration-plc)

 

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