REG - Metals Exploration - Publication of Circular and General Meeting Notice

Metals ExplorationAnnouncement

13/12/2024 07:00

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RNS Number : 9483P  Metals Exploration PLC  13 December 2024

13 December 2024

 

METALS EXPLORATION PLC

 

Publication of Circular and Notice of General Meeting

Metals Exploration plc (AIM: MTL) ("Metals Exploration", "MTL" or the
"Company"), a gold producer in the Philippines, is pleased to announce that
the Company has published a circular (the "Circular") containing details of,
inter alia, the proposed issue of new ordinary shares in the Company pursuant
to the Company's proposed acquisition of all the issued, and to be issued,
ordinary share capital in Condor Gold plc and a notice of a general meeting
(the "General Meeting").

The Circular has been posted to shareholders that have elected to receive
documentation in hard copy format, and it is also available on the Company's
website at www.metalsexploration.com (http://www.metalsexploration.com) under
the Investors section.

The General Meeting will be held at 11.00 a.m. on 9 January 2025 at the
offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London EC2M 5TQ.

The expected timetable of principal events, the letter from the Chairman and
the definitions from the Circular are set out below.

Unless otherwise indicated, defined terms in this announcement shall have the
same meanings as those given to them in the Circular.

 

 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)

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Announcement of the Offer                                                   4 December 2024

 Despatch of this Circular and the Form of Proxy                             12 December 2024

 Latest time and date for receipt of Forms of Proxy for the General Meeting  11.00 a.m. on 7 January 2025

 General Meeting                                                             11.00 a.m. on 9 January 2025

 Result of the General Meeting announced                                     9 January 2025

 

LETTER FROM THE CHAIRMAN OF METALS EXPLORATION PLC

(Incorporated and registered in England and Wales with registered number
05098945)

 

12 December 2024

 

To Shareholders

 

Notice of General Meeting

 

1.         Introduction

On 4 December 2024, the Company announced a recommended offer, pursuant to
Rule 2.7 of the City Code, to acquire the entire issued, and to be issued,
ordinary share capital of Condor Gold for a cash consideration of 9.9p, the
allotment and issue of 4.0526 New MTL Shares and 1 Contingent Value Right, in
each case per Condor Gold Share.  It is intended that the Offer will be
implemented by means of a court-sanctioned scheme of arrangement in respect of
Condor Gold under Part 26 of the Act. In connection therewith Condor Gold has
published the Scheme Document on 11 December 2024 and, subject to the
requisite approval of the Scheme being obtained from Condor Gold Shareholders
and the Court, it is expected the Scheme would become effective on or around
15 January 2025.

The Offer is subject to the terms and conditions set out in Appendix 1 of the
announcement of the Offer on 4 December 2024 and Part 3 of the Scheme
Document, which includes (amongst other things) a condition that the requisite
majority of Shareholders authorise the allotment and issue of the New MTL
Shares as part-consideration pursuant to the Offer, which is being sought by
the Resolutions.

Accordingly, the purpose of this document is to explain the background to and
reasons for the proposals set out in this document and to explain why the
Director(s) consider such proposals to be in the best interests of the Company
and Shareholders as a whole. It will also explain why the Director(s)
recommend that you vote in favour of the Resolutions contained in the Notice
of General Meeting set out at the end of this document.

A General Meeting of the Company will be held at the offices of Squire Patton
Boggs (UK) LLP at 60 London Wall, London EC2M 5TQ at 11.00 a.m. on 9 January
2025 for the purpose of considering and, if thought fit, passing the
Resolutions set out in full in the Notice of General Meeting. The formal
Notice of General Meeting is set out at the end of this document.

Shareholders should note that, unless Resolutions 1 and 2 are approved, the
Scheme will not become effective.

2.         Background to and reasons for the Offer

MTL is a gold exploration and production company with two projects located in
the Philippines. MTL's primary asset is the Runruno Mine, located 205km north
of Manila in the province of Nueva Vizcaya, which is now at a mature stage and
has limited remaining life of mine and no significant exploration or expansion
opportunities. MTL's more recently acquired asset, the Abra Project, is an
early exploration-stage copper and gold project located on the western belt of
the highly endowed Central Cordillera region in Abra, Luzon and covering an
area of 16,200 hectares. MTL has a strong balance sheet and, save for the MTL
Acquisition Loan entered into specifically in connection with the Offer, has
no debt. MTL is seeking to implement its growth strategy of building a
diversified cash generative portfolio of projects through appropriate
acquisition opportunities. With MTL's Runruno Mine nearing the end of its
mine-life and the Abra Project still being early stage, Condor Gold's assets
present a compelling opportunity to simultaneously acquire a well-explored and
substantial gold project with a relatively near-term path to production,
diversify geographically, and strategically expend the free cash flow its
Runruno Mine is generating to increase the potential for enhanced returns to
shareholders.

MTL believes that Condor Gold's current gold resources and its potential
development path to production in Nicaragua have significant potential, which
MTL can realise utilising its cash surpluses and operational expertise. MTL's
management team brings a proven track record, having orchestrated a
turn-around of MTL's operational and capital difficulties from 2019 to its
current cash generative position. For its latest quarter to 30 September 2024,
MTL produced 22,533 oz of gold with recoveries of 89.0 per cent. On 25
November 2024, MTL announced that it expects FY2024 gold production of 82,500
oz with an AISC of US$1,125 per oz.

MTL's Chief Executive Officer has in excess of 15 years' work experience in
Central/South America and is fluent in Spanish. His past experience in the
region will assist in quickly assembling a Spanish speaking team of mining
professionals to add to MTL's existing professional team.

MTL intends to utilise its substantial existing cash reserves and future free
cash flow from the Runruno Mine to commence construction of Condor Gold's
planned gold operation, thereby alleviating capital constraints and reducing
the timetable to commercial production.

Completion of the Offer would combine MTL's producing Runruno gold operation
and the significant exploration upside at its Abra copper/gold project with
Condor Gold's significant development ready La India Project and its other
Gold Projects, which is expected to create a larger, more mature, gold
exploration and production company with significant free cash flow and
increased capacity to bring Condor Gold's assets into production.

3.         Information on the MTL Group and Condor Gold

The MTL Group

MTL is a gold exploration and production company with two projects located in
the Philippines. MTL is the 100 per cent. owner of the Runruno Gold-Molybdenum
project, located 205km north of Manila in the province of Nueva Vizcaya, which
it developed from greenfield to production. The Runruno project is a surface
mine operation using a proven BIOX® and carbon in leach process to recover
gold.

In August 2024, MTL completed the acquisition of the highly prospective Abra
copper/gold exploration project, located on the western belt of the highly
endowed Central Cordillera region in Abra, Luzon and covering an area of
16,200 hectares. MTL's objective is to replicate the success at its Runruno
flagship asset at the Abra Project, working closely with the national and
regional government and the local community.

In 2024, MTL announced record annual gold revenue for its FY2023 of US$166.7
million from a record 85,744 ounces of gold sold. In June 2024, MTL completed
the repayment of the MTL Group’s senior and mezzanine facilities. MTL has no
debt other than that incurred under the terms of the MTL Acquisition Loan
which has been entered into in connection with the Offer.

For the quarter ended 30 September 2024, MTL achieved gold sales of 21,943oz
sold at an average realised gold price of US$2,396 per oz; gold production of
22,533 oz recovered from 521Kt at a head grade of 1.51g/t, with a gold
recovery of 89.0 per cent.

On 25 November 2024, MTL announced an operational update, including that its
FY2024 gold production is expected to exceed the company’s 2024 upper
guidance target of 80,000oz, with forecast annual production of 82,500 oz.
AISC for FY2024 is expected to be lower than the 2024 lower guidance target of
US$1,175 per oz, with a forecast AISC of US$1,125 per oz.

The Condor Gold Group

Condor Gold was admitted to trading on AIM on 31 May 2006. It was also
dual-listed on the TSX on 15 January 2018. Condor Gold is a gold exploration
and development company operating solely in Nicaragua in Central America.

Condor Gold's principal asset is the La India Project, Nicaragua, which
comprises a large, highly prospective land package of 588 square kilometers
comprising of 12 contiguous and adjacent concessions. The La India Project
hosts a high-grade Mineral Resource Estimate ("MRE") of 9,672 kt at 3.5 g/t
gold for 1,088,000 oz gold in the indicated mineral resource category and
8,642 kt at 4.3 g/t gold for 1,190,000 oz gold in the inferred mineral
resource category. The open pit MRE is 8,693 kt at 3.2 g/t gold for 893,000 oz
gold in the indicated mineral resource category and 3,027 kt at 3.0 g/t gold
for 293,000 oz gold in the inferred mineral resource category. Total
underground MRE is 979 kt at 6.2 g/t gold for 194,000 oz gold in the indicated
mineral resource category and 5,615 kt at 5.0 g/t gold for 898,000 oz gold in
the inferred mineral resource category.

In addition, the Rio Luna Project has approximately 80,000 oz of inferred
mineral resources. Accordingly, the total existing MRE in respect of the Gold
Projects is 2,358,000 oz gold.

In August 2018, Condor Gold announced that the Ministry of the Environment in
Nicaragua had granted the Environmental Permit ("EP") for the development,
construction and operation of a processing plant with capacity to process up
to 2,800 tonnes per day at its wholly-owned La India Project. The EP is
considered the master permit for mining operations in Nicaragua. Condor Gold
has purchased a new SAG Mill, which has mainly arrived in Nicaragua. Site
clearance and preparation is at an advanced stage.

Environmental Permits were granted in April and May 2020 for the Mestiza and
America open pits respectively, both located close to La India. The Mestiza
open pit hosts 92 Kt at a grade of 12.1 g/t gold (36,000 oz contained gold) in
the Indicated Mineral Resource category and 341 Kt at a grade of 7.7 g/t gold
(85,000 oz contained gold) in the Inferred Mineral Resource category. The
America open pit hosts 114 Kt at a grade of 8.1 g/t gold (30,000 oz) in the
indicated mineral resource category and 677 Kt at a grade of 3.1 g/t gold
(67,000 oz) in the Inferred Mineral Resource category. Following the
permitting of the Mestiza and America open pits, together with the La India
open pit Condor Gold has 1.1 Moz of gold open pit Mineral Resources permitted
for extraction.

As at 3 December 2024, Condor Gold had a cash balance of approximately
£154,750.

Condor Gold reported operating cashflow of £(1,353,220) and EBITDA of
£(1,701,922) for the 12-month period ending 31 December 2023. The Condor Gold
Group directly employed 44 employees as at 31 December 2023. For the year
ended 31 December 2023, Condor Gold reported a loss before tax of
£(1,687,177) and as at 31 December 2023 it had net assets of £44,779,498.

4.         Summary of the key terms of the Offer

On 4 December 2024, the boards of MTL and Condor Gold announced that they had
agreed the terms and conditions of a recommended offer by MTL for the entire
issued, and to be issued, ordinary share capital of Condor Gold. It is
intended that the Offer will be implemented by means of a court-sanctioned
scheme of arrangement under Part 26 of the Act.  However, MTL reserves the
right to elect to implement the Offer by way of a Takeover Offer (subject to
the consent of the Panel).

Under the terms of the Offer, each Condor Gold Shareholder would be entitled
to receive for each Condor Gold Share:

 4.0526 New MTL Shares and 9.9p in cash
 and
 1 Contingent Value Right

Under the terms of the Offer, each Condor Gold Shareholder shall be entitled
to the fixed consideration of 4.0526 New MTL Shares and 9.9p in cash for each
Condor Gold Share held (the "Fixed Consideration").

Based on the closing middle-market price per MTL Share on 29 November 2024
(being the last Business Day prior to the commencement of the Offer Period),
the Fixed Consideration values Condor Gold's existing issued ordinary share
capital at approximately £67.5 million, representing approximately 33.0p per
Condor Gold Share.

In addition, each Condor Gold Shareholder will be entitled to one Contingent
Value Right for each Condor Gold Share held (the "CVR Consideration"), which
entitles them to their pro rata share of:

·       US$14.4 million (to be paid in pounds sterling) following the
first gold pour after commissioning of the relevant processing facilities (as
confirmed by the Independent CVR Representative) using ore from the La India
mining operations, subject to the first gold pour occurring within the
five-year period following the earlier of (i) the first date upon which a
suitable drilling rig to carry out the agreed work commitments has been
mobilised to the La India Project (as confirmed by the Independent CVR
Representative); and (ii) six months following the Effective Date (the "CVR
Commencement Date"), to be settled by way of the issue of loan notes (issued
by MTL) with a maturity of six months and one day after their date of issue
(the "Loan Notes"), within 15 Business Days of the first gold pour; and

·          up to an aggregate of US$14.4 million on the basis of
US$18.00 per ounce (to be paid in pounds sterling) of additional contained
gold JORC Mineral Resource discovered in excess of 3.158 million ounces (Moz)
total resource at the Condor Group's La India, Rio Luna and Estrella projects
(the "Gold Projects") (subject to a cap of 800,000 ounces above 3.158Moz),
over the five-year period following the CVR Commencement Date (the "Resource
CVR Entitlements"). Payments due in respect of the Resource CVR Entitlements
under the CVR, will be settled by way of the issue of either New MTL Shares
(at an issue price equal to the volume weighted average price over a
30-trading day period) or unsecured Loan Notes, or a combination thereof, at
MTL's sole election, following the third and fifth anniversary of the CVR
Commencement Date.

Accordingly, the maximum potential CVR Consideration payable pursuant to the
Offer amounts to US$28.8 million (approximately £22.6 million at the USD:GBP
exchange rate of 0.7854), representing 11.1p per Condor Gold Share (the
"Maximum CVR Consideration"). Accordingly, the Fixed Consideration and the
Maximum CVR Consideration (at the exchange rate referred to above), in
aggregate, could amount to up to approximately £90.1 million, representing
approximately 44.1p per Condor Gold Share.

Further details in respect of the Contingent Value Rights are set out in the
Scheme Document.

Upon Completion of the Offer, Condor Gold Shareholders will hold approximately
33.8 per cent. of the enlarged issued share capital of the Company (based on
the existing issued ordinary share capital of MTL and the fully diluted
in-the-money ordinary share capital of Condor Gold, in each case as at the
last Business Day prior to the date of the announcement of the Offer).

In order to allot the New MTL Shares, MTL is seeking the approval of
Shareholders at the General Meeting. The Offer is accordingly conditional on
such approval being obtained.

It is anticipated that:

·        up to 880,500,000 New MTL Shares would be required to be
allotted and issued pursuant to the share element of the Fixed Consideration
under the Offer, based on the fully diluted in-the-money ordinary share
capital of 217,234,278 Condor Gold Shares(( 1 ));

·        rights to subscribe for up to 145,350,000 New MTL Shares may
be required to be allotted and issued pursuant to the requirement upon MTL to
make appropriate proposals to the holders of existing options and warrants in
respect of Condor Gold Shares in accordance with Rule 15 of the City Code; and

·       New MTL Shares may be required to be allotted and issued in
satisfaction (in whole or in part) of the Resource CVR Entitlements under the
CVRs. Should the Company elect to settle such entitlements via the issue of
New MTL Shares (as opposed to Loan Notes), the issue price is to be equal to
the volume weighted average price of the Ordinary Shares over a 30-trading day
period ("30-Day VWAP") in the future. Given the market variables affecting
this calculation, the maximum number of New MTL Shares that may be issued
pursuant to the Resource CVR Entitlements cannot be determined accurately at
this stage. Accordingly, the Company has derived an estimate of the expected
maximum number of New MTL Shares that could be issued by reference to (i) the
maximum potential consideration payable under the Resource CVR Entitlements of
US$14.4 million, (ii) converted into pounds sterling at a USD:GBP exchange
rate of 0.7854, (ii) divided by the prevailing 30-Day VWAP as the Latest
Practicable Date, and (iv) adding a margin of approximately 33 per cent. to
allow for adjustments in respect of movements in exchange rates and the price
of MTL Shares. This equates to a maximum of approximately 270,000,000 New MTL
Shares. Whilst the Company can, at its sole election, satisfy any
consideration due under the Resource CVR Entitlements by way of the issue of
Loan Notes, Shareholders should be aware that if there are not sufficient
authorities in place (due to the unfavourable exchange rate and/or share price
movements), the Company may be required to seek Shareholders' approval to
allot and issue additional New MTL Shares in order to satisfy the Resource CVR
Entitlements.

Accordingly, the Company is seeking authority to allot Ordinary Shares and
grant rights to subscribe for, or to convert any security into, Ordinary
Shares (free of pre-emption rights) up to a maximum of 1,295,850,000 Ordinary
Shares, to enable it to satisfy the maximum consideration that may be payable
under the Offer.

MTL has received irrevocable undertakings from its largest shareholders, MTL
(Luxembourg) S.à.r.l and Drachs Investments No.3 Limited to vote in favour of
all of the Resolutions in respect of, in aggregate, 968,532,143 MTL Shares,
representing approximately 56.04 per cent. of the voting rights of the MTL
Shares in issue as at the Latest Practicable Date.  In addition, each of
Darren Bowden, Tim Livesey and David Cather have entered into irrevocable
undertakings to vote (or procure the vote) in favour of each of the
Resolutions in respect of their holding of Ordinary Shares, representing, in
aggregate, 1.24 per cent. of the Company's voting rights as at the Latest
Practicable Date.

MTL has received irrevocable undertakings from Condor Gold Shareholders
(including its directors which hold Condor Gold Shares) to vote (or procure
the vote) in favour of, or accept (or procure the acceptance of) (as
applicable), the Offer, whether implemented by way of a scheme of arrangement
or a contractual offer. These irrevocable undertakings are in respect of
Condor Gold Shares representing approximately 28.8 per cent. of Condor Gold's
existing issued ordinary share capital and will remain binding in the event
that a higher competing offer for Condor Gold is made.

5.         General Meeting

Shareholders' approval is being sought in order to grant the Directors' the
requisite authority to issue New MTL Shares in part-satisfaction of the
consideration pursuant to the terms of the Offer (including pursuant to the
Contingent Value Rights).

The General Meeting to consider the Resolutions is being convened for 11.00
a.m. on 9 January 2025 and will be held at the offices of Squire Patton Boggs
(UK) LLP at 60 London Wall, London EC2M 5TQ. Notice of the General Meeting is
set out at the end of this document. Resolution 1 is being proposed as an
ordinary resolution and will be passed if 50 per cent. or more of the votes
cast at the General Meeting (in person or by proxy) are in favour of them.
Resolution 2 is proposed as a special resolution and will be passed if 75 per
cent. of more of the votes cast at the General Meeting (in person or by proxy)
are in favour of it.

The Resolutions to be proposed to Shareholders at the General Meeting are as
follows:

Resolution 1: General authority of Directors to allot Ordinary Shares

Resolution 1 is proposed as an ordinary resolution and, if passed, would grant
the Directors' authority to allot Ordinary Shares and grant rights to
subscribe for, or to convert any security into, Ordinary Shares in accordance
with section 551 of the Act, in order to part-satisfy the consideration under
the Offer.  Section 551(3)(a) of the Act requires that the Resolution must
state the maximum amount of shares that may be allotted under it. As the
number of Ordinary Shares that may be required to be allotted pursuant to the
Offer cannot currently be accurately determined, due to the contingent nature
of the CVRs and the issue price being determined by reference to both the
GBP:USD exchange rate and the 30-Day VWAP at such time, Resolution 1 seeks
authority  for the Directors to allot Ordinary Shares and grant rights to
subscribe for or convert any security into Ordinary Shares up to an aggregate
nominal amount equal to £129,585 (representing 1,295,850,000 Ordinary Shares)
which represents approximately 61 per cent. of the Company's issued Ordinary
Share capital (or approximately 75 per cent. of the Company's voting share
capital) as at the Latest Practicable Date.

This authority will expire, unless previously renewed, varied or revoked by
the Company, upon the fifth anniversary of the date upon which the Resolution
is passed, save that the Company shall be entitled to make offers or
agreements before the expiry of this authority which would or might require
Ordinary Shares to be allotted or grant rights to subscribe for, or convert
any security into, Ordinary Shares after such expiry and the Directors shall
be entitled to allot Ordinary Shares or grant rights pursuant to such offers
or agreements as if this authority had not expired.

Resolution 2: General dis-application of statutory pre-emption rights

Resolution 2 is proposed as a special resolution, which requires a majority of
at least 75 per cent. to be passed.

Resolution 2, if passed, grants the Directors the power to allot equity
securities for cash on a non pre-emptive basis (that is, without first
offering them to existing Shareholders pro rata to their existing
shareholdings) pursuant to the authority conferred by Resolution 1. This
authority is limited to allotments up to a maximum nominal amount of £129,585
(representing 1,295,850,000 Ordinary Shares) which represents approximately 61
per cent. of the Company's issued Ordinary Share capital (or approximately 75
per cent. of the Company's voting share capital) as at the Latest Practicable
Date.

This authority will expire, unless previously renewed, varied or revoked by
the Company, upon the fifth anniversary of the date upon which the Resolution
is passed, save that the Company shall be entitled to make offers or
agreements before the expiry of this authority which would or might require
Ordinary Shares to be allotted or grant rights to subscribe for, or convert
any security into, Ordinary Shares after such expiry and the Directors shall
be entitled to allot Ordinary Shares or grant rights pursuant to such offers
or agreements as if this authority had not expired.

Resolution 2 is conditional upon the passing of Resolution 1.

Please refer to paragraph 7 of this Part I below for details of the action to
be taken in relation to the General Meeting.

6.         Irrevocable Undertakings

The Company has received irrevocable undertakings to vote (or procure the
vote) in favour of each of the Resolutions from MTL (Luxembourg) S.à.r.l and
Drachs Investments No.3 Limited in respect of a total of, in aggregate,
968,532,143 Ordinary Shares, representing approximately 56.04 per cent. of the
Company's issued voting share capital.

In addition, each of Darren Bowden, Tim Livesey and David Cather have entered
into irrevocable undertakings to vote (or procure the vote) in favour of each
of the Resolutions in respect of their holding of Ordinary Shares,
representing, in aggregate, 1.24 per cent. of the Company's voting rights.

7.         Action to be taken in relation to the General Meeting

Shareholders are strongly encouraged to ensure that their votes are counted at
the General Meeting by appointing the Chairman of the General Meeting as their
proxy.

You will find enclosed a Form of Proxy for use at the General Meeting. Whether
or not you intend to be present at the General Meeting, you are requested to
complete the Form of Proxy in accordance with the instructions printed on it
and to return it as soon as possible and in any event so as to be received by
the Company's registrars, Share Registrars Limited at 3 Millennium Centre,
Crosby Way Farnham Surrey GU9 7XX no later than 11.00 a.m. on 7 January 2025.

Alternatively, Shareholders may appoint a proxy electronically by visiting
www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then
following the on-screen instructions.  Shareholders can locate their user
name and access code on the top of the Form of Proxy.

If you hold Ordinary Shares in CREST, you may appoint a proxy by completing
and transmitting a CREST Proxy Instruction to the Registrars (Crest
Participant ID: 7RA36) so that it is received by no later than 11.00 a.m. on 7
January 2025. The return of the Form of Proxy, electronic appointment of a
proxy or transmission of a CREST Proxy Instruction, will not prevent you from
attending the meeting and voting in person if you wish.

8.         Recommendations and voting intentions

The Directors (excluding Andrew Chubb) consider each of the Resolutions to be
in the best interests of the Company and its Shareholders as a whole and
recommend that Shareholders vote in favour of the Resolutions, as they intend
to do, or have irrevocably undertaken to do, in respect of their holding of
Ordinary Shares, representing, in aggregate, 1.69 per cent. of the Company's
voting rights.

As indicated in the Offer announcement issued on 4 December 2024, Andrew Chubb
has not made the recommendation to Shareholders due to his position as a
Partner and Head of Mining at the investment bank, H&P Advisory Limited
(trading as Hannam & Partners). Hannam & Partners have acted as
financial adviser to Condor Gold in connection with the Offer. Andrew Chubb
does however intend to vote in favour of the Resolutions in respect of his
holding of 4,100,000 Ordinary Shares, representing, in aggregate 0.24 per
cent. of the Company's voting rights.

 

Yours faithfully,

 

 

 

Nick von Schirnding

Independent Non-Executive Chairman

Metals Exploration plc

 1  (#_ftnref1) comprising: a) 204,442,778 Condor Gold Shares in issue; and b)
12,791,500 in-the-money options outstanding under the Condor Gold share plan,
in each case as at 3 December 2024 (being the last Business Day before the
date of the announcement of the Offer).

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