TIDMCMET
RNS Number : 1711B
Capital Metals PLC
09 February 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF CAPITAL METALS PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN .
9 February 2022
Capital Metals Plc
("Capital Metals", the "Company" or the "Group") (AIM:CMET)
Result of Placing
Capital Metals Plc (AIM:CMET) is pleased to announce that,
further to its announcement at 7.00 a.m. (London time) today, it
has successfully completed and closed the oversubscribed
Placing.
The Placing has raised, in aggregate, gross proceeds of
GBP1,250,000 through the placing of 16,666,666 Ordinary Shares (the
"Placing Shares"), conditional on Admission, to certain
institutional and other investors at a price of 7.5 pence per share
(the "Placing Price").
In addition, and conditional upon Admission, the Company will
issue 278,333 warrants to W H Ireland Limited and 555,000 warrants
to Tavira Securities Limited exercisable at the Placing Price at
any time in the three years following Admission.
The net proceeds of the Placing, being GBP1,147,500, will be
applied towards:
-- Drilling and subsequent Resource update
-- Engineering studies and long lead item deposits
-- Permitting, environmental and community programmes
-- Offtake and financing costs
-- Working Capital
Michael Frayne, CEO, comments :
"We delivered a very important milestone in 2021 in the approval
of the Environmental Impact Assessment. Importantly we believe the
funding raised today with the existing cash on hand will be
sufficient to deliver the mining license and subsequently finalise
our ongoing offtake and finance discussions which we expect will
fund the bulk of any capital requirements to first production.
With the completion of the Development Study due this quarter
and further drilling planned as a result of this fundraising, we
believe it is a very exciting time for the Company.
As mineral sands prices continue to strengthen the Company is in
a good position to generate sustained long-term growth. We welcome
new shareholders to the register, from this oversubscribed placing,
as we look forward to a busy and productive year. "
Related Party Transactions
Directors Michael Frayne and James Leahy participated in the
Placing as set out below.
Name Amount subscribed Holding Number of Number of % of Ordinary
in Subscriptions of Existing Placing Ordinary Share Capital
Ordinary Shares subscribed Shares held held post Admission
Shares post Admission of the Placing
of the Placing Shares
Shares
Michael
Frayne GBP10,000 13,056,673 133,333 13,190,006 6.98%
------------------- ------------- ------------------- ---------------- ---------------------
James Leahy GBP10,000 55,000 133,333 188,333 0.10%
------------------- ------------- ------------------- ---------------- ---------------------
Michael Frayne's total holding includes 8,843,048 shares held by
Chulu Holdings Pty Ltd ATF The Chulu Trust, and 3,000,000 shares
held by Mr Frayne's spouse.
Each of Michael Frayne and James Leahy participated on the same
terms as all other placees.
Their respective participations in the Placing each constitute
related party transactions under the AIM Rules for Companies.
Therefore, Greg Martyr, Teh Kwan Wey and Geoffrey Brown, who are
considered to be independent directors of the Company ("Independent
Directors") for this purpose, have considered the participation of
Michael Frayne and James Leahy in the Placing.
Having consulted with SPARK Advisory Partners, the Company's
nominated adviser, the Independent Directors consider that the
terms of each of Michael Frayne's and James Leahy's participation
in the Placing are fair and reasonable insofar as Shareholders are
concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the 16,666,666 Placing Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
Placing Shares commence on AIM at 8.00 a.m. on or around 15
February 2022 (or such later date as may be agreed between the
Company and the Joint Bookrunners, but no later than 28 March
2022).
The Placing Shares will be issued fully paid and will rank pari
passu in all respects with the Company's existing Ordinary
Shares.
Following Admission, the total number of Ordinary Shares in the
capital of the Company on issue will be 189,103,432 with voting
rights. 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 a change to their interest
in, the Company's share capital pursuant to (i) the Company's
Articles, (ii) the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules and/or (iii) the AIM Rules For
Companies issued by the London Stock Exchange plc as amended from
time to time.
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings ascribed to such terms in the
Company's announcement made at 700 a.m. on 9 February 2022 , unless
the context requires otherwise.
For further information on the Company, please visit
www.capitalmetals.com or contact:
Enquiries:
Capital Metals plc
Michael Frayne (CEO) +44 (0) 20 8142 3648
SPARK Advisory Partners (Nominated
Adviser)
Neil Baldwin / James Keeshan +44 (0) 20 3368 3554
WH Ireland Limited (Joint Broker)
Harry Ansell / Katy Mitchell +44 (0) 20 7220 1666
Tavira Securities Limited (Joint
Broker)
Jonathan Evans / Oliver Stansfield +44 (0) 20 7100 5100
Notification And Public Disclosure Of Transactions By Persons
Discharging Managerial Responsibilities And Persons Closely
Associated With Them
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: James Leahy
------------------------------------------- --------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: D irector
------------------------------------------- --------------------------
b) Initial notification/Amendment: Initial notification
------------------------------------------- --------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Capital Metals Plc
------------------------------------------- --------------------------
b) LEI: 213800RR4MW1ETEMS859
------------------------------------------- --------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of the financial instrument, Ordinary shares of 0.2
type of instrument: pence
Identification code:
GB00BMF75608
------------------------------------------- --------------------------
b) Nature of the transaction: Purchase of ordinary
shares
------------------------------------------- --------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
7.5 pence 133,333
----------
------------------------------------------- --------------------------
d) Aggregated information: Price(s) Volume(s)
Aggregated volume: 7.5 pence 133,333
Price: ----------
------------------------------------------- --------------------------
e) Date of the transaction: 9 February 2022
------------------------------------------- --------------------------
f) Place of the transaction: AIM
------------------------------------------- --------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Michael Frayne
------------------------------------------- --------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: D irector
------------------------------------------- --------------------------
b) Initial notification/Amendment: Initial notification
------------------------------------------- --------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Capital Metals Plc
------------------------------------------- --------------------------
b) LEI: 213800RR4MW1ETEMS859
------------------------------------------- --------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of the financial instrument, Ordinary shares of 0.2
type of instrument: pence
Identification code:
GB00BMF75608
------------------------------------------- --------------------------
b) Nature of the transaction: Purchase of ordinary
shares
------------------------------------------- --------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
7.5 pence 133,333
----------
------------------------------------------- --------------------------
d) Aggregated information: Price(s) Volume(s)
Aggregated volume: 7.5 pence 133,333
Price: ----------
------------------------------------------- --------------------------
e) Date of the transaction: 9 February 2022
------------------------------------------- --------------------------
f) Place of the transaction: AIM
------------------------------------------- --------------------------
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END
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February 09, 2022 05:33 ET (10:33 GMT)
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