7 March 2025
METALS EXPLORATION
PLC
Bridging Term Loan Facility
Repayment
Total Voting
Rights
Metals Exploration plc (AIM: MTL)
("Metals Exploration" or the "Company"), a gold production,
exploration, and development company with assets in the Philippines
and Nicaragua, is pleased to announce that, further to its
announcements of 2 December 2024 and 5 February 2025, the Company
has agreed to amend the terms of the unsecured bridging term loan
facility (the "Facility") with Drachs Investments No3 Limited
("Drachs") to permit repayment of the Facility via the issue of
equity (the "Facility Repayment").
The outstanding amount repayable
under the Facility, including principal and accrued interest, is
£5,647,671.23, which has been satisfied via a transfer of
94,127,854 ordinary shares of £0.0001 each in the capital of the
Company ("Ordinary Shares") (the "Repayment Shares") held in
treasury to Drachs at an issue price of £0.06 per Ordinary Share,
representing a premium of approximately 9.1% to the middle-market
close price on 6 March 2025.
The Facility Repayment enables the
Company to retain cash to continue its exploration and development
plans at its Philippine and Nicaraguan assets. Following the
Facility Repayment, the Company is debt-free.
Change of Significant Shareholder Interest and Related Party
Transaction
As a result of the transfer of the
Repayment Shares, Drachs is interested in 429,659,997 Ordinary
Shares, representing 16.12% of the Company's total voting rights.
The TR-1 notification form is shown below.
Drachs is a substantial shareholder
and the Facility Repayment is therefore deemed a related party
transaction pursuant to the AIM Rules. The independent Directors of
the Company, being Nick von Schirnding, Darren Bowden, Steven
Smith, Timothy Livesey, Andrew Chubb and David Cather, having
consulted with Strand Hanson Limited, the Company's Nominated
Adviser, consider the terms of the Facility Amendment to be fair
and reasonable insofar as shareholders of the Company are
concerned.
Total Voting Rights
As a result of the transfer from
treasury of the Repayment Shares, the Company has 2,965,438,788
Ordinary Shares in issue, of which 299,385,458 Ordinary Shares are
held in treasury, and, accordingly, the total number of voting
rights is 2,666,065,330. 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.
Darren Bowden, CEO of Metals Exploration,
commented:
"We are very grateful for the ongoing support from Drachs. The
provision of an unsecured bridging facility at short notice last
November was a key element in enabling the Company to secure the
Condor Gold board's support for our takeover offer. Their decision
to convert the loan into shares at a premium to the market price
and 30-day VWAP underlines their confidence in our growth potential
and future plans. We look forward to continuing our close
collaboration with Drachs as we advance our projects in the
Philippines and Nicaragua."
For further information, please
contact or visit:
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Metals Exploration PLC
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Via BlytheRay
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+44 (0) 207 138 3204
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Nominated & Financial Adviser:
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STRAND HANSON LIMITED
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James Spinney, James Dance, Rob
Patrick
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+44 (0) 207 409 3494
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Broker:
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HANNAM & PARTNERS
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Matt Hasson, Franck
Nganou
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+44 (0) 207 907 8500
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Public Relations:
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BLYTHERAY
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Megan Ray, Said Izagaren
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+44 (0) 207 138
3204
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Web:
www.metalsexploration.com
X:
@MTLexploration
LinkedIn:
Metals
Exploration
TR-1: Standard form for notification
of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible)
i
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1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached ii:
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Metals
Exploration plc
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1b.
Please indicate if the issuer is a non-UK issuer
(please mark with an "X" if
appropriate)
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Non-UK issuer
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2.
Reason for the notification (please
mark the appropriate box or boxes with an "X")
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An acquisition or disposal of voting
rights
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X
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An acquisition or disposal of
financial instruments
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An event changing the breakdown of
voting rights
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X
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Other (please specify)
iii:
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3.
Details of person subject to the notification
obligation iv
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Name
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Drachs Investments No3
Limited
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City and country of registered
office (if applicable)
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Jersey, UK
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4.
Full name of shareholder(s) (if
different from 3.) v
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Name
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Helga Evans
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City and country of registered
office (if applicable)
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5.
Date on which the threshold was crossed or reached
vi:
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7 March 2025
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6.
Date on which issuer notified
(DD/MM/YYYY):
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7 March 2025
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7.
Total positions of person(s) subject to the notification
obligation
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% of
voting rights attached to shares (total of 8. A)
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% of
voting rights through financial instruments
(total of 8.B 1 + 8.B 2)
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Total of
both in % (8.A + 8.B)
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Total number of voting rights held
in issuer (8.A + 8.B) vii
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Resulting situation on the date on
which threshold was crossed or reached
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16.12%
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-
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16.12%
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429,659,997
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Position of previous notification
(if
applicable)
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13.05%
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-
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13.05%
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8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
viii
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A:
Voting rights attached to shares
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Class/type of
shares
ISIN code (if possible)
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Number of voting rights ix
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%
of voting rights
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Ordinary
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429,659,997
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-
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16.12%
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-
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SUBTOTAL 8. A
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429,659,997
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16.12%
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B
1: Financial Instruments according to DTR5.3.1R (1)
(a)
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Type of financial instrument
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Expiration
date x
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Exercise/
Conversion Period xi
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Number of voting rights that may be acquired if the instrument
is
exercised/converted.
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%
of voting rights
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SUBTOTAL 8. B 1
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B
2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
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Type of financial instrument
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Expiration
date x
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Exercise/
Conversion Period xi
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Physical or cash
Settlement xii
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Number of voting rights
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%
of voting rights
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SUBTOTAL 8.B.2
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9.
Information in relation to the person subject to the notification
obligation (please mark
the
applicable box with an
"X")
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Person subject to the notification
obligation is not controlled by any natural person or legal entity
and does not control any other undertaking(s) holding directly or
indirectly an interest in the (underlying) issuer
xiii
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Full chain
of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the
ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv
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X
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Name
xv
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% of voting rights if it
equals or is higher than the notifiable threshold
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% of voting rights through
financial instruments if it equals or is higher than the notifiable
threshold
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Total of both if it equals or
is higher than the notifiable threshold
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Helga Evans
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0.00%
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-
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0.00%
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Drachs Investments No3
Limited
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16.12%
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-
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16.12%
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10.
In case of proxy voting, please identify:
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Name of the proxy holder
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The number and % of voting rights
held
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The date until which the voting
rights will be held
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11.
Additional information xvi
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Place of completion
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London, UK
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Date of completion
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7 March 2025
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