CAPITAL METALS PLC

Share Issue/Capital Change • Feb 9, 2022

National Storage Mechanism | Additional information

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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, RECOMMENDATION, 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 AMENDED. 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 £1,250,000 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 £1,147,500, 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 in Subscriptions	Holding of Existing Ordinary Shares	Number of Placing Shares subscribed	Number of Ordinary Shares held post Admission of the Placing Shares	% of Ordinary Share Capital held post Admission of the Placing Shares
Michael Frayne	£10,000	13,056,673†	133,333	13,190,006†	6.98%
James Leahy	£10,000	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:

Director

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, type of instrument:

Identification code:

Ordinary shares of 0.2 pence

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:

Aggregated volume:

Price:

Price(s)	Volume(s)
7.5 pence	133,333

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:

Director

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, type of instrument:

Identification code:

Ordinary shares of 0.2 pence

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:

Aggregated volume:

Price:

Price(s)	Volume(s)
7.5 pence	133,333

e)

Date of the transaction:

9 February 2022

f)

Place of the transaction:

AIM

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