Caerus Mineral Resources PLC EVM Convertible Loan (0708I)
November 30 2022 - 4:00AM
UK Regulatory
TIDMCMRS
RNS Number : 0708I
Caerus Mineral Resources PLC
30 November 2022
30 November 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
EVM Convertible Loan
Caerus Mineral Resources plc (LON:CMRS), the exploration and
resource development company focused on developing mineral
resources to support the global 'Clean Energy' initiative is
pleased to announce EV Metals Group Plc ("EVM") has entered into a
subscription agreement with the Company (the "Subscription
Agreement") pursuant to which the Company may require EVM to
subscribe for unsecured convertible loan notes up to GBP625,000
(the "Total Subscription Amount"). Should the Company require EVM
to subscribe for the Total Subscription Amount, EVM's resulting
holding in the Company would be 29.9%.
The funds raised from the convertible loan notes, that have a
conversion price of 7.5p, shall be used to support the Company's
general working capital requirements and help accelerate
opportunities created through its EVM alliance. As a result of the
alliance, the Company is in ongoing discussions regarding
opportunities to enhance its license portfolio. These opportunities
are wholly aligned with Caerus' strategic focus of developing
mineral resources that support the clean energy transition.
Subscription Agreement
The Subscription Agreement provides that any time during the
twelve month period from 29 November 2022 (the "Availability
Period"), the Company may require EVM to subscribe for unsecured
convertible loan notes. Initially the Company may request EVM to
subscribe for convertible loan notes with a value of at least
GBP325,000 and up to the Total Subscription Amount (the "Initial
Subscription").
If the Initial Subscription is less than the Total Subscription
Amount, the Company will have the right to require EVM to undertake
a second subscription for Convertible Loan Notes for the difference
between the Initial Subscription and the Total Subscription
Amount.
Convertible Loan Notes
On 28 November 2022, the Company constituted the convertible
loan note instrument (the "Instrument") for the purpose of issuing
unsecured convertible loan notes (the "Notes") up to an aggregate
amount of GBP625,000. The key terms of the convertible loan notes
are briefly summarised below:
-- the Notes are unsecured
-- the Notes shall not accrue any interest
-- the Notes are required to be redeemed within 12 months from
the date on which any notes are issued under the Instrument (the
"Maturity Date")
-- EVM, as the noteholder, may elect at any time up to the
Maturity Date to convert the Notes into shares in the company at an
agreed conversion price of 7.5p
Related Parties
EVM is a significant shareholder of the Company holding as at
the date of this announcement approximately 16.34 per cent. of the
voting rights of the Company. In the event that the Notes were
fully converted into ordinary shares (and assuming no other changes
to the capital structure of the Company) then EVM would hold
approximately 29.9 per cent. of the total voting rights of the
Company.
Mr Russell Thomson is a statutory director of EVM and Mr Dominic
Traynor is corporate secretary to EVM. Mr Thomson and Mr Traynor
did not form part of the quorum and did not vote on the proposal to
approve the terms of the Subscription Agreement and the Instrument.
The independent directors of the Company have determined that the
terms of the proposed transaction are fair and reasonable and in
the best interest of its shareholders other than EVM. In
particular, it was noted that the conversion price of the Notes
represented a premium to the share price of the Company as at the
date of this announcement and would provide important funding for
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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