Notice of GM & Directorate Change

Capital Metals PLC

23 June 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

23 June 2023

Capital Metals plc

("Capital Metals" or the "Company")

Notice of General Meeting,

Directorate Change

&

Change of Registered Office

Capital Metals (AIM: CMET), a mineral sands company approaching mine development stage at the high-grade Eastern Minerals Project in Sri Lanka (the "Project"), announces that it has today published a circular containing a notice of General Meeting of the Company (the "Notice"). The General Meeting is to be held at 10.00 a.m. on 12 July 2023 at 6 Heddon Street, London, W1B 4BT. The Notice will be posted to all registered shareholders shortly and will shortly be available on the Company's website at www.capitalmetals.com.

The General Meeting is being held for the purpose of considering and, if thought fit, passing resolutions to authorise the directors to allot and issue additional ordinary shares ("Shares") and grant rights to subscribe for additional Shares as set out in the Notice. The authority will expire at the commencement of the next Annual General Meeting following this General Meeting or 30 September 2023, whichever is the earlier to occur.

Pursuant to the authorities being sought at the General Meeting, and following the placing to raise £500,000 announced on 20 June 2023 (the "June Placing"), it is the intention of the directors to undertake a limited further fundraising of approximately £250,000 (subject to directors' discretion to increase in the event of oversubscription) at the same price as the June Placing (the "Fundraising"). This is expected to comprise a subscription (the "Subscription") predominantly by non-United Kingdom investors who were unable to participate in the June Placing. For the avoidance of doubt the Fundraising shall not exceed £500,000.

If undertaken, the net proceeds of the Fundraising will be applied to general working capital and the Company's actions to secure the lifting of the suspension of its Industrial Mining Licences ("IMLs") (announced on 12 December 2022) so that Project development can resume.

Additionally, subject to the passing of the resolutions at the General Meeting and once the requirements of Rule 13 (Related Party Transactions) of the AIM Rules for Companies have been met, certain directors intend to support the Fundraising and subscribe for Shares with the payment of subscription monies satisfied following the payment of directors' salaries and fees which certain directors have accrued to 30 June 2023. These Shares will be issued on the basis of 1 new Share for each 1 penny of fees owed (the "Directors' Subscription"). The aggregate amount of Directors' Subscription shall not exceed £50,000.

The full resolutions together with voting instructions are set out in the Notice. The Board considers that the resolutions are in the best interests of the Company and its shareholders, and it unanimously recommends to shareholders that they should vote in favour of them, as they intend to do in relation to their own shareholdings in the Company.

Further details concerning the proposed Fundraising and the Directors' Subscription will be announced in due course.

Directorate Change

Capital Metals also announces that Michael Frayne will step down as Chief Executive Officer and as a director of the Company and Greg Martyr, currently Non-Executive Chairman, will take over the executive management of the Company as Executive Chairman, with effect from 1 July 2023. The change reflects the focus of the Company having shifted to the actions to secure the lifting of the suspension of its IMLs and thereafter, subject to the reinstatement of the IMLs, to mine construction and operation. A new Chief Executive Officer with applicable experience will be recruited in due course. The Board thanks Michael for his contributions towards the development of the Project.

Change of Registered Office

Capital Metals also announces that its registered office, previously situated at Suite 1, 15 Ingestre Place, London,

W1F 0DU, has relocated with immediate effect to 6 Heddon Street, London, W1B 4BT.

Greg Martyr, Chairman of Capital Metals, commented:

"Earlier this week, the Company moved swiftly to shore up its finances utilising existing authorities to issue Shares. Having achieved this, it was important to the Board to further secure the working capital position such that the Company can pursue the reinstatement of the IMLs through its lobbying and legal strategies from a position of financial strength with a limited additional Fundraising."

For further information, please visit www.capitalmetals.com or contact:

Capital Metals plc Greg Martyr (Chairman)	Via Vigo Consulting
Vigo Consulting (Investor Relations) Ben Simons / Peter Jacob	[phone] [e-mail]
SPARK Advisory Partners (Nominated Adviser) Neil Baldwin / James Keeshan	[phone]
Tavira Financial Jonathan Evans / Oliver Stansfield	[phone]

About Capital Metals

Capital Metals plc is a British company listed on the London Stock Exchange and one of only a few foreign investors in Sri Lanka's mining industry. After investing US$11 million in exploration and development activities including detailed environmental assessments between 2017 and 2022, the Company's Sri Lankan subsidiary, Damsila Exports (Pvt) Limited, was issued an initial two licences in August 2022 to mine heavy mineral sands in the Eastern Province, containing industrial minerals including ilmenite, rutile, zircon, and garnet.

 

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