REG - Metals Exploration - Completion of YMC Acquisition

Metals ExplorationAnnouncement

28/08/2024 07:00

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RNS Number : 8778B  Metals Exploration PLC  28 August 2024

28 August 2024

METALS EXPLORATION PLC

Completion of YMC Acquisition

Issue of Options, Management Incentive Plan Share Awards, Update on Buy Back
and Total Voting Rights

Metals Exploration plc (AIM: MTL) ("Metals Exploration", "MTL", the "Company"
or the "Group"), a gold producer in the Philippines, is pleased to announce
the following corporate update.

Unless otherwise indicated, defined terms in this announcement shall have the
same meanings as those given to them in the Company's circular dated 5 August
2024 (the "Circular").

Completion of YMC Acquisition

Further to the Company's announcement of 23 August 2024, confirming the
passing of all resolutions at the Company's general meeting of the same date
(the "General Meeting"), the Company's acquisition of 72.5% of the issued
share capital of YMCP and the entire issued share capital of YMCS has now
completed.

In the near-term, the Group intends to secure final clearance with local
communities within the Philippines' National Commission on Indigenous Peoples
(NCIP) framework in respect of the Abra Tenement and to accelerate its initial
planned exploration work programme.

Darren Bowden, Chief Executive Officer of Metals Exploration, commented:

"The completion of the YMC transaction is a particularly exciting milestone,
as the Company continues to position itself for future growth beyond Runruno.
The acquisition of the YMC Group aligns seamlessly with Metals Exploration's
strategic ambition to be a diversified gold producer, building on its strong
foundations in the Philippines.

"Not only does this constitute a highly prospective exploration licence,
covering 16,200 hectares on the island of Luzon, a prolific gold belt, but an
opportunity for the Company to capitalise on its pedigree. Here, we can apply
our extensive and highly relevant knowledge of mining in the region, whilst
leveraging our experience, further building on our already strong
relationships.

"We can now look forward to advancing this asset, once the final clearances
are in place, seeking to recreate the success that we delivered at Runruno;
whilst also utilising our strong balance sheet to deliver further appropriate
acquisitions. We look forward to updating shareholders in due course."

Issue of Tranche B Options

As part of the consideration payable pursuant to the Acquisition, the Company
has issued the Tranche B Options to subscribe for up to 41 million Ordinary
Shares pursuant to the LTIP and the Individual Option Agreements, at an
exercise price equal to nominal value. The Tranche B Options are subject to a
vesting condition of continued employment or relevant service relationship (as
applicable) with the Group until 31 December 2025 and have an exercise period
of seven years from issue.

Details of the options granted to PDMRs are set out below, with further
information being contained in the Appendix to this announcement and in the
Circular.

 PDMR                  Number of Tranche B Options
 Darren Bowden, CEO    9,500,000
 Mike Langoulant, CFO  3,500,000

 

Update on the Buy Back

Following the passing of the relevant resolutions at the General Meeting to
approve the Buy Back, the Company intends to effect the purchase of the first
and second tranches of RHL Shares on 30 August 2024, being an aggregate of
298,576,651 RHL Shares for a consideration of approximately £14.9 million.
Once purchased, the Company intends to hold such Ordinary Shares in treasury
and, as such, they will cease to have any voting or other rights whilst held
in treasury.

Issue of Incentive Shares under the Management Incentive Programme

Further to the passing of Resolutions 2 and 7 at the General Meeting, the
Company has issued a total of 3,785,446 new Ordinary Shares (the "Incentive
Shares") to members of the senior management team, in accordance with the 2023
Management Incentive Programme, as set out in the Circular.

Details of the awards to PDMRs are set out below, with further information
being contained in the Appendix to this announcement:

 PDMR                  Number of Ordinary Shares issued under MIP  Number of Ordinary Shares held post-award     % of issued share capital*
 Mike Langoulant, CFO  1,405,022                                                          7,664,306              0.36%

 

* Based on the Company's issued share capital following admission of the
Incentive Shares but prior to the Company's purchase of the 298,576,651 RHL
Shares.

Admission and Total Voting Rights

Application has been made to London Stock Exchange plc for the admission of
the 3,785,446 Incentive Shares to trading on AIM ("Admission"), which is
expected to take place at 8.00 a.m. on or around 29 August 2024.

Following Admission, the Company will have 2,121,730,167 Ordinary Shares in
issue. The Company does not currently hold any shares in treasury. From the
date of Admission, this figure may be used by shareholders in the Company as
the denominator for the calculation by which they may determine if they are
required to notify their interest in, or change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

The Company's purchase of the first and second tranches of RHL Shares is
expected to take place on 30 August 2024.

Following the purchase of the 298,576,651 RHL Shares referred to above, the
Company will have 2,121,730,167 Ordinary Shares in issue, of which 298,576,651
Ordinary Shares shall be held in treasury. Accordingly, on 30 August 2024, the
total number of voting rights shall be 1,823,153,516, and thereafter this
figure may be used by shareholders in the Company as the denominator for the
calculation by which they may determine if they are required to notify their
interest in, or change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.

 

 

For further information, please contact or visit:

 Metals Exploration PLC
 Via Tavistock Communications Limited     +44 (0) 207 920 3150

 Nominated & Financial Adviser:           STRAND HANSON LIMITED
 James Spinney, James Dance, Rob Patrick  +44 (0) 207 409 3494

 Broker:                                  HANNAM & PARTNERS
 Matt Hasson, Franck Nganou               +44 (0) 207 907 8500

 Public Relations:                        TAVISTOCK COMMUNICATIONS LIMITED
 Jos Simson, Nick Elwes                   +44 (0) 207 920 3150

 

Web:                www.metalsexploration.com
(http://www.metalsexploration.com)

X:                     @MTLexploration
(https://twitter.com/MTLexploration)

LinkedIn:           Metals Exploration
(https://www.linkedin.com/company/metals-exploration-plc)

 

 

Appendix

PDMR Notification Forms:

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                          Darren Bowden

 2.  Reason for the Notification
 a)  Position/status                               Chief Executive Officer
 b)  Initial notification/amendment                Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                          Metals Exploration PLC
 b)  LEI                                           2138006CFXWG2OPRV987
 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          Ordinary Shares of £0.0001 each

     instrument, type of instrument
     Identification code                           GB00B0394F60
 b)  Nature of the Transaction                     Grant of options over Ordinary Shares

 c)  Price(s) and volume(s)                        Price                        Volume
     £0.0001                                                                    9,500,000
 d)  Aggregated information                        N/A (Single transaction)

Aggregated volume Price
 e)  Date of the transaction                       27 August 2024
 f)  Place of the transaction                      Outside a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                          Karen Morie

 2.  Reason for the Notification
 a)  Position/status                               Person closely associated with Darren Bowden, CEO
 b)  Initial notification/amendment                Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                          Metals Exploration PLC
 b)  LEI                                           2138006CFXWG2OPRV987
 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          Ordinary Shares of £0.0001 each

     instrument, type of instrument
     Identification code                           GB00B0394F60
 b)  Nature of the Transaction                     Grant of options over Ordinary Shares

 c)  Price(s) and volume(s)                        Price                        Volume
     £0.0001                                                                    6,000,000
 d)  Aggregated information                        N/A (Single transaction)

Aggregated volume Price
 e)  Date of the transaction                       27 August 2024
 f)  Place of the transaction                      Outside a trading venue

 

 

 

 Details of the person discharging managerial responsibilities / person closely
 associated
 Name                                          Mike Langoulant
 Reason for the Notification
 Position/status                               Chief Financial Officer
 Initial notification/amendment                Initial notification
 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor
 Name                                          Metals Exploration PLC
 LEI                                           2138006CFXWG2OPRV987
 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
 Description   of    the    Financial          Ordinary Shares of £0.0001 each

 instrument, type of instrument
 Identification code                           GB00B0394F60
 Nature of the Transaction                     Grant of options over Ordinary Shares
 Price(s) and volume(s)                        Price                Volume
                                               £0.0001              3,500,000

 Aggregated information                        N/A (Single transaction)

Aggregated volume Price
 Date of the transaction                       27 August 2024
 Place of the transaction                      Outside a trading venue

 

 

 

 Details of the person discharging managerial responsibilities / person closely
 associated
 Name                                          Mike Langoulant
 Reason for the Notification
 Position/status                               Chief Financial Officer
 Initial notification/amendment                Initial notification
 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor
 Name                                          Metals Exploration PLC
 LEI                                           2138006CFXWG2OPRV987
 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
 Description   of    the    Financial          Ordinary Shares of £0.0001 each

 instrument, type of instrument
 Identification code                           GB00B0394F60
 Nature of the Transaction                     Award of Ordinary Shares under Management Incentive Plan
 Price(s) and volume(s)                        Price                          Volume
                                               £0.0353                        1,405,022

 Aggregated information                        N/A (Single transaction)

Aggregated volume Price
 Date of the transaction                       29 August 2024
 Place of the transaction                      AIM (LSE)

 

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