13th Jun 2025 07:00
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 AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
13 June 2025
Capital Metals PLC
("Capital Metals" or the "Company")
Executive Chairman Incentive Remuneration Plan,
Issue of Equity, Total Voting Rights & Director Shareholding
Capital Metals (AIM: CMET), a mineral sands company approaching mine development stage at the high-grade Taprobane Minerals Project in Sri Lanka (the "Project"), announces the following information.
Executive Chair Incentive Remuneration Plan
Pursuant to the Company's remuneration plan, the Executive Chair will be eligible for a bonus of up to 100% of his base salary of $180,000 (£133,000). The bonus to be awarded is payable as to (i) 30% in cash upon delivery of a minimum fundraise at the Company or Project level of US$2 million, and (ii) 70% on delivery of the FID, with the second amount payable as to 50% in cash and 50% in shares (priced at the 30-day volume weighted average price).
The remuneration plan reflects the relatively low base salary agreed in early 2023 and a preparedness of the Executive Chair to be rewarded on the achievement of milestones, including the Industrial Mining Licences being reinstated, raising gross proceeds of approximately £3 million including by bringing in Sheffield Resources Limited as a strategic investor, and securing an up to US$4 million strategic investment by new Sri Lankan partners to fund the Company through to FID (which would occur when all approvals and funding are in place to commence construction). As such, the conditions for settlement of stage (i) of the remuneration plan have been met.
Related Party Transaction
The remuneration plan is treated as a related party transaction under AIM Rule 13. As the recipient of the remuneration package, Greg Martyr is not independent and has not taken part in the Board's consideration of the remuneration plan. Kwan Wey, Bruce Griffin and James Leahy are the independent directors for this purpose. The independent directors consider, having consulted with SPARK Advisory Partners Limited, the Company's nominated adviser, that the terms of the remuneration plan are fair and reasonable insofar as the Company's shareholders are concerned.
Issue of Equity
Capital Metals also announces it will issue 283,355 Ordinary shares to Hannam & Partners in consideration of Broker and Financial Advisor fees at an issue price of 2.6106 pence per share (equal to £7,397.26) ("Fee Shares"), based on the 30-day volume-weighted average price of the Company's shares prior to grant.
Admission and Total Voting Rights
Application has been made for the Fee Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Fee Shares will commence at 8.00 a.m. on or around 19 June 2025. The Fee Shares will rank pari passu with the Ordinary shares of the Company in issue.
Following Admission, the total number of Ordinary shares in the capital of the Company in issue will be 429,118,616 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.
Director Shareholding
Capital Metals was advised on 9 June 2025 that on 5 June 2025, Bruce Griffin, Non-Executive Director, transferred the 800,000 shares held by Fairview Solutions Limited (representing 0.19% of the Company's issued share capital) to a personal account. There has been no change to the beneficial ownership of the shares (being Mr Griffin and his spouse) as a result of the transfer.
Capitalised terms used herein without definition shall have the same meanings given to them as in the 29 May 2025 announcement released at 7.00 a.m.
For further information, please visit www.capitalmetals.com or contact:
Capital Metals plc Greg Martyr (Executive Chairman) | Via Vigo Consulting |
Vigo Consulting (Investor Relations) Ben Simons / Peter Jacob | +44 (0)20 7390 0234 |
SPARK Advisory Partners (Nominated Adviser) Neil Baldwin / James Keeshan | +44 (0)20 3368 3550 |
Hannam & Partners (Broker & Financial Advisor) Andrew Chubb / Leif Powis | +44 (0)20 7907 8500 |
About Capital Metals
Capital Metals is a UK company listed on the London Stock Exchange (AIM: CMET). We are developing the Taprobane Minerals Project in Sri Lanka, approximately 220km east of Colombo, containing industrial minerals including ilmenite, rutile, zircon, and garnet. The Project is one of the highest-grade mineral sands projects globally, with potential for further grade and resource expansion. In 2022, a third-party Preliminary Economic Assessment provided a Project NPV of US$155-235m based on existing resources, with further identified optimisation potential. We are committed to applying modern mining practices and bringing significant positive benefits to Sri Lanka and the local community. We expect over 300 direct new jobs to be created and over US$150m in direct government royalties and taxes to be paid.
Visit our website:
www.capitalmetals.com
Follow us on social media:
X: @MetalsCapital
LinkedIn: @Capital Metals plc
Appendix
Director's Subscription - Additional Information
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name | Bruce John Griffin | ||||||||
2 | Reason for the notification | |||||||||
a) | Position/status | Non-Executive 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 per share par value
GB00BMF75608 | ||||||||
b) | Nature of the transaction | Transfer of Ordinary shares from Fairview Solutions Limited into a personal account.
| ||||||||
c) | Price(s) and volume(s) |
| ||||||||
d) | Aggregated information
|
As above As above | ||||||||
e) | Date of the transaction | 5 June 2025 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
Related Shares:
Capital Metals