Result of General Meeting

Capital Limited

11 December 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, SWITZERLAND CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Result of General Meeting

Capital Limited ("Capital" or the "Company") announces that, at the General Meeting held earlier today, the Resolutions set out in the Notice of General Meeting contained within the Circular published by the Company on 24 November 2025 were duly passed without amendment by a poll.

During today's General Meeting, Jamie Boyton (Executive Chair) gave a presentation followed by a Q&A session, for shareholders. The presentation can be found www.capdrill.com/investors/presentations.

The scrutineers of the poll were Computershare Investor Services PLC. The full text of each resolution is contained in the Notice of General Meeting, also available on the Company's website www.capdrill.com/investors/announcements. The number of votes received on each of the Resolutions is provided below.

No.	Resolution	For		Against		Total Votes		Withheld
		No. of votes	% of votes cast	No. of votes	% of votes cast	No. of votes	% of Issued Share Capital1	No. of votes2
1	Directors' authority to allot and issue the Tranche 2 Placing Shares for the purposes of bye-law 6.1 of the Company's Bye-Laws.	168,246,291	99.74%	441,623	0.26%	168,687,914	77.95%	0
2	Directors' authority to allot and issue the Tranche 2 Placing Shares for cash other than on a pre-emptive basis for the purposes of Bye-law 6.3.3	168,102,441	99.65%	585,473	0.35%	168,687,914	77.95%	0

No.	Resolution	For		Against		Total Votes		Withheld
		No. of votes	% of votes cast	No. of votes	% of votes cast	No. of votes	% of Issued Share Capital1	No. of votes2
3	Directors' authority to allot and issue additional equity securities for cash other than on a pre-emptive basis for the purposes of Bye-law 6.3.3	168,186,867	99.70%	501,047	0.30%	168,687,914	77.95%	0

1.     The number of Common Shares in issue on 9 December 2025 was 216,394,478. Shareholders are entitled to one vote per Common Share.

2.     A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

3.     Passed as a special resolution.

Accordingly, the 8,909,303 Tranche 2 Placing Shares have now been allotted and issued subject only to Admission of such Tranche 2 Placing Shares. Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the Tranche 2 Placing Shares to be admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 15 December 2025.

Total Voting Rights

Following Admission of the Tranche 2 Placing Shares, which is expected to occur on 15 December 2025, the Company's issued share capital will comprise 225,303,781 Common Shares of US$0.0001 each. The Company does not hold any Common Shares in treasury. Therefore, the total number of voting rights in the Company will, following such Admission, be 225,303,781.  From such Admission, this figure 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 change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the Company's announcement dated 24 November 2025.

A copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism where it will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will also be available on the Company's website at www.capdrill.com/investors.

- ENDS -

For further information, please visit Capital's website www.capdrill.com or contact:

Capital Limited                                                                                                                     [e-mail]                      

Jamie Boyton, Executive Chair          

Rick Robson, Chief Financial Officer

Conor Rowley, Commercial & Corporate Development

Ryan Tennis, Corporate Development & Investor Relations

Tamesis Partners LLP                                                                                                                    [phone]

Charlie Bendon

Richard Greenfield

Stifel Nicolaus Europe Limited                                                                                                        [phone]

Ashton Clanfield

Varun Talwar

Rory Blundell

Panmure Liberum Limited                                                                                                                [phone]

Scott Mathieson

John More

Freddie Wooding

FTI Consulting                                                                                                                                      [phone]

Ben Brewerton                                                                                                                     [e-mail]

Nick Hennis

About Capital Limited

Capital Limited is a leading mining services company that provides a complete range of drilling, mining, maintenance and geochemical laboratory solutions to customers within the global minerals industry. The Company's services include

exploration, delineation and production drilling; load and haul services; maintenance; and geochemical analysis. The Group's corporate headquarters are in the United Kingdom and it has established operations in Canada, Côte d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya, Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America and Zambia.

IMPORTANT NOTICES

This announcement is not for publication or distribution in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

 

END