TIDMCMET
RNS Number : 9610H
Capital Metals PLC
01 August 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 AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
1 August 2023
Capital Metals plc
("Capital Metals" or the "Company")
Grant of Share Options and Warrants
&
Issue of Equity
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 the grant of share options
over 8,000,000 ordinary shares to certain Directors as set out
below, as well as 3,050,000 options to employees and consultants,
(the "Options") for the purpose of encouraging the retention of key
individuals and, in the case of the executive director, providing
additional incentives aligned to future success milestones. In
addition, 1,000,000 warrants ("Warrants") have been issued to
service providers of the Company.
Following this announcement, and the cancellation of 8,750,000
historical share options, the Company now has a total of 14,550,000
share options in issue, representing approximately 4.8% of the
fully diluted share capital of the Company. In addition, there are
13,088,405 warrants outstanding.
Schedule of Directors Options
DIRECTOR ROLE DATE NO. OPTIONS EXERCISE VESTING EXPIRY
OF GRANTED PRICE CONDITIONS DATE
GRANT
Executive 1 August See *Note 31 July
Greg Martyr Chairman 2023 6,000,000 3p 1 2028
--------------- ---------- ------------ --------- ------------ --------
Non-Executive 1 August See *Note 31 July
James Leahy Director 2023 2,000,000 3p 2 2028
--------------- ---------- ------------ --------- ------------ --------
*Note 1: Options granted to Mr Martyr are in consideration of
additional responsibilities taken on as Executive Chairman from 1
July 2023, and are aligned to the following future success
milestones:
-- One-third shall vest on full reinstatement of Industrial
Mining Licences 16236 and 16237 (which were suspended as announced
on 12 December 2022)
-- One-third shall vest on signing of a joint venture agreement
with LB Group (as announced on 9 May 2023) to fund the development
of the Project (or such similar agreement with another entity)
-- One-third shall vest when the 30-day volume weighted average
share price of the Company exceeds 5 pence
1,500,000 options which had previously been granted to Mr Martyr
have been cancelled.
*Note 2: One-third of the Options granted to Mr Leahy shall vest
immediately, and one-third shall vest on each of the following two
anniversaries of the date of grant. 1,500,000 options which had
previously been granted to Mr Leahy have been cancelled.
Related Party Transaction
The issue of the Options to Mr Martyr and Mr Leahy have been
treated as related party transactions under AIM Rule 13.
As recipients of Options, Mr Martyr and Mr Leahy are not
independent and have not taken part in the Board's consideration of
the Option grant. Teh Kwan Wey is the independent director for this
purpose. The independent director considers, having consulted with
SPARK Advisory Partners Limited, the Company's nominated adviser,
that the terms of the Option grant to Messrs Martyr and Leahy are
fair and reasonable insofar as the Company's shareholders are
concerned.
Other Warrants & Options
3,050,000 options and 1,000,000 warrants, all with an exercise
price of 3 pence and an exercise period ending 31 July 2028, have
been awarded to service providers, consultants and employees of the
Company.
Issue of Equity
Capital Metals has issued 2,047,600 ordinary shares of 0.2 pence
each ("Ordinary Shares") at a price of 1 pence per share to various
service providers as consideration for services rendered.
Application will be made to the London Stock Exchange for admission
of these shares, which will be issued fully paid and will rank pari
passu in all respects with the Company's existing Ordinary Shares,
to trading on AIM ("Admission"). It is expected that Admission will
become effective and dealings in the Subscription Shares will
commence at 8.00 a.m. on or around 7 August 2023.
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 277,621,598 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.
For further information, please visit www.capitalmetals.com or
contact:
Capital Metals plc Via Vigo Consulting
Greg Martyr (Executive Chairman)
Vigo Consulting (Investor Relations) +44 (0)20 7390 0234
Ben Simons / Peter Jacob capitalmetals@vigoconsulting.com
SPARK Advisory Partners (Nominated
Adviser)
Neil Baldwin / James Keeshan +44 (0)20 3368 3554
Tavira Financial
Jonathan Evans / Oliver Stansfield +44 (0)20 7100 5100
About Capital Metals
Capital Metals plc is a British company quoted on the AIM
segment of 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.
Appendix - 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 Greg Martyr
-------------------------- --------------------------------------------------------
2. Reason for
notification
-------------------------- --------------------------------------------------------
a) Position/Status Executive Chairman
-------------------------- --------------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- --------------------------------------------------------
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 Options over ordinary shares of 0.2 pence
of the financial per share par value
instrument,
type of instrument
ISIN: GB00BMF75608
Identification
Code
-------------------------- --------------------------------------------------------
b) Nature of the Grant of options over ordinary shares
transaction
-------------------------- --------------------------------------------------------
c) Price(s) and Price Volume
volume(s)
--------------------------
3p per share 6,000,000
---------------------------------------------------- -----------
d) Aggregated information As above
- Aggregated
Volume
- Price
-------------------------- --------------------------------------------------------
e) Date of the 1 August 2023
transaction
-------------------------- --------------------------------------------------------
f) Place of the Outside a trading venue
transaction
-------------------------- --------------------------------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name James Leahy
-------------------------- --------------------------------------------------------
2. Reason for
notification
-------------------------- --------------------------------------------------------
a) Position/Status Non-Executive Director
-------------------------- --------------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- --------------------------------------------------------
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 Options over ordinary shares of 0.2 pence
of the financial per share par value
instrument,
type of instrument
ISIN: GB00BMF75608
Identification
Code
-------------------------- --------------------------------------------------------
b) Nature of the Grant of options over ordinary shares
transaction
-------------------------- --------------------------------------------------------
c) Price(s) and Price Volume
volume(s)
--------------------------
3p per share 2,000,000
---------------------------------------------------- -----------
d) Aggregated information
- Aggregated
Volume
- Price
------------------------------------------------ ----------------------------------
e) Date of the 1 August 2023
transaction
-------------------------- --------------------------------------------------------
f) Place of the Outside a trading venue
transaction
-------------------------- --------------------------------------------------------
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END
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