Caerus Mineral Resources PLC Miscellaneous Update (1019H)
November 21 2022 - 9:30AM
UK Regulatory
TIDMCMRS
RNS Number : 1019H
Caerus Mineral Resources PLC
21 November 2022
21 November 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Caerus Mineral Resources plc (LON:CMRS) is an exploration and
resource development company focused on developing mineral
resources to support the global drive for 'Clean Energy'.
Update from the Chairman
In our interim results dated 31 September I stated my belief
that significant value can be delivered if we remain focused on the
opportunities presented by the EVM Alliance. I also committed to
introducing more robust corporate governance structures, so the
Company operates to high standards with all its stakeholders.
Since the announcement of our interim results, the Company has
completed its investigation into certain actions and commercial
decisions made by the previous management. Part of this exercise
was focused on ensuring the Company recovers value and rebuilds
shareholder confidence. To this end, the Company has agreed
settlement terms with former directors, Michael Johnson and Martyn
Churchouse (Former Directors) resulting in, substantially, all of
their shares being gifted back to the Company (for no
consideration) and the termination of their warrants. The terms of
which are described below.
Together, these actions help to draw a line in the sand and
allow the Company to commit its efforts to providing equity value
for shareholders, with the support of the EVM Alliance.
To further strengthen our corporate governance, we have
initiated a search for an independent director to ensure all
shareholders' interests are protected. The search is at an advanced
stage and we will update the market in due course.
Agreement with Former Directors
The Company has entered into a settlement agreement together
with each of the Former Directors. The Former Directors have agreed
to, inter alia:
a) the termination of all warrants held by the Former Directors,
representing in aggregate a total of 10,100,000 warrants over
ordinary shares of GBP0.01 each (Shares) (the Former Director
Warrants); and
b) return a total of 4,920,001 Shares in the Company held by
them (such shares being fully paid-up) by way of gift for no
consideration (the Returned Shares).
The Company has also negotiated a one-off payment, expected to
be effected in the new year, which will contribute significantly
towards the value lost by previous management decisions.
Treatment of Gifted Shares and Voting Rights
The Returned Shares will be transferred to the Company by the
Former Directors by way of gift. The Company intends to dispose of
those shares to bona fide third-party purchasers to raise
additional capital for the Company. In the event that the company
does not find a purchaser for the Returned Shares, the Company will
be required to cancel those Shares within a period of three years
from the acquisition in accordance with the Companies Act.
The Returned Shares, when registered in the name of the Company,
will become non-voting shares and will not be capable of being
voted on by the Company in respect of any resolutions put forward
at any future General Meeting or Annual General Meeting.
It is anticipated that following the conclusion of this exercise
and a further expected share gift to the Company, the Company will
have a total of 50,525,945 Ordinary Shares carrying one vote per
share and each shareholder's voting rights will be increased on a
pro-rata basis. The Company's issued share capital, inclusive of
the gifted shares held by the Company, will remain 61,211,258.
The Company will, following the acquisition of the Returned
Shares, publish a further announcement confirming the total voting
rights in the Company and it will update the list of significant
shareholders, as currently maintained on the Company's website.
Termination of the Warrants
The Company currently has in issue a total of 18,383,174
warrants over Shares and the termination of the Former Director
Warrants would result in there being a total of 8,283,174 warrants
in issue (such warrants then representing approximately 13.5 per
cent. of the issued share capital of the Company).
For further information, please contact:
Caerus Mineral Resources plc info@caerusmineralresources.com
Charles Long, Chief Executive Officer
Novum Securities
Jon Belliss +44 (0) 20 7399 9425
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