REG - Technology Minerals - Notice of AGM and Capital Reorganisation

Technology MineralsAnnouncement

06/12/2024 14:45

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RNS Number : 2034P  Technology Minerals PLC  06 December 2024

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

6 December 2024

 

Technology Minerals Plc

("Technology Minerals" or the "Company") 

 

Notice of AGM and Capital Reorganisation

 

Technology Minerals Plc (LSE: TM1), the UK's pioneering firm in establishing
a circular economy for battery metals, gives notice that the Annual General
Meeting ("AGM") of the Company will be held at 11:00 am GMT on Monday 30
December 2024 at Courthouse Hotel London, 19-21 Great Marlborough St, London
W1F 7HL.

 

Notice of AGM and Annual Report

The Notice of AGM is being posted to shareholders today, and will be made
available on the Company's website: www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk/) . The Annual Report Accounts of the
Company are expected to be published and posted to shareholders on or around
10 December 2024.

 

Capital Reorganisation

As the Company is not permitted by law to issue shares at an issue price which
is below their nominal value, the Company's ability to raise funds from
investors is limited due to the proximity of the latest closing price of the
shares to their nominal value.

 

Whilst the Board's objective is to achieve the highest possible issue price
for the Company when issuing shares, the Company may be unable to issue shares
in future in accordance with its contractual commitments or otherwise to be
able to attract further equity investment into the business, should it be
necessary.

 

In order to safeguard the Company's ability to issue new shares at an issue
price which exceeds their nominal value, shareholder approval is being sought
to complete a Capital Reorganisation.

 

The Capital Reorganisation will involve:

·    each of the existing ordinary shares of £0.001 each will be
subdivided into and reclassified as one New Ordinary Share and one Deferred
Share;

·    each New Ordinary Share will be an ordinary share in the capital of
the Company with a nominal value of £0.00001; and

·    each Deferred Share will be a deferred share in the capital of the
Company with a nominal value of £0.00099.

Subject to the passing of the relevant resolutions at the AGM, the Capital
Reorganisation will take effect at the close of business on the date of the
AGM (or at any adjournment thereof) ("Record Date").

 

As a consequence of, and immediately following, the Capital Reorganisation
becoming effective each Shareholder's holding of New Ordinary Shares will be
the same as the number of Existing Ordinary Shares held by them on the Record
Date. Each shareholder's proportionate interest in the Company's issued
ordinary share capital will, and thus the aggregate value of their holding
should, remain unchanged as a result of the Capital Reorganisation.

 

The New Ordinary Shares will have the same rights as those currently accruing
to the Existing Ordinary Shares in issue under the articles of association of
the Company, including those relating to voting and entitlement to dividends.

 

The Deferred Shares created will be effectively valueless as they will not
carry any rights to vote or dividend rights. The Deferred Shares will not be
traded on the London Stock Exchange's ("LSE") Main Market for listed
securities or listed and will not be transferable without the prior written
consent of the Board. No share certificates will be issued in respect of the
Deferred Shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to Deferred Shares.

 

The Deferred Shares may be cancelled in due course following a court approved
reduction of capital or other means, if available.

 

Effective Date

The capital reorganisation is conditional upon, and effected by, the
resolution of the Shareholders at the Annual General Meeting. If the relevant
resolutions are passed, the capital reorganisation will become effective
immediately following the close of business on the Record Date.

 

Application will be made to the UK Financial Conduct Authority ("FCA") for an
amendment to the Official List of the United Kingdom Listing Authority, and to
the London Stock Exchange, for the New Ordinary Shares to be admitted to
trading on the London Stock Exchange's Main Market for listed securities
("Admission").

 

The amendment and Admission are expected to be effective from 8:00 am on or
around the day after the AGM (or any adjournment thereof) subject to the
relevant resolutions having been passed.

 

Total Voting Rights

Following Admission, assuming no other issue of New Ordinary Shares takes
place (such as from the exercise of any convertible securities) prior to the
Annual General Meeting, the total issued share capital of the Company with
voting rights will comprise 1,805,090,515 New Ordinary Shares.

 

The Company does not hold any Ordinary Shares in treasury. Therefore,
following Admission of the New Ordinary Shares, the above figure of
1,805,090,515 New Ordinary Shares may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure, Guidance and
Transparency Rules.

 

 

Enquiries

 

 Technology Minerals Plc
 Robin Brundle, Executive Chairman          c/o +44 (0)20 4582 3500

 Alex Stanbury, Chief Executive Officer

 Oberon Investments Limited (Broker)
 Nick Lovering, Adam Pollock                +44 (0)20 3179 0500

 Gracechurch Group (Financial PR)
 Harry Chathli, Alexis Gore, Rebecca Scott  +44 (0)20 4582 3500

 

Technology Minerals Plc

 

Technology Minerals is developing the UK's first listed, sustainable circular
economy for battery metals, using cutting-edge technology to recycle, recover,
and re-use battery technologies for a renewable energy future. Technology
Minerals is focused on raw material exploration required for Li-ion batteries,
whilst solving the ecological issue of spent Li-ion batteries, by recycling
them for re-use by battery manufacturers. Further information on Technology
Minerals is available at  www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk) .

 

 

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