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Critical Metals plc announced that all resolutions were duly passed at its General Meeting held on 4 August 2025. This outcome enables the Company to implement a Share Capital Re-Organisation, which involves the subdivision of shares into £0.00005 ordinary and deferred shares and a 10 to 1 consolidation of ordinary share capital. Additionally, shareholders approved Rule 9 waivers for NIU and authorised directors to allot shares and disapply statutory pre-emption rights.
| Date | 4 Aug 2025 |
| Time | 10:36:41 |
| Category | AGMs and other meetings |
| ID | 8408T |
Critical Metals plc / EPIC: CRTM / Market: Main Market
4 August 2025
Critical Metals Plc
("Critical Metals" or the "Company")
Result of General Meeting
Critical Metals plc, developer and operator of the Molulu Copper/Cobalt Project ("Molulu" or the "Project") in the Democratic Republic of Congo ("DRC"), announces that all resolutions were duly passed at the General Meeting held earlier today. The Company will now implement the Share Capital Re-Organisation proposed in the Circular published on 16 July 2025. Terms defined in the Circular have the same meanings in this announcement.
The detailed results of the voting are set out below:
|
Resolutions |
For |
Against |
Votes Discretionary |
Withheld |
Votes Total |
|
1. To approve the Rule 9 waiver granted by the Takeover Panel and any obligation which might otherwise arise under Rule 9 of the Takeover Code for NIU to make a general offer for the Company as a result of the NIU Subscription. |
28,174,420 |
31,900 |
0 |
75,833 |
28,282,153 |
|
2. To approve the Rule 9 waiver granted by the Takeover Panel and any obligation which might otherwise arise under Rule 9 of the Takeover Code for NIU to make a general offer for the Company as a result of the conversion of the April CLNs, the Bridge CLNs and the December Bridge CLNs |
28,174,420 |
31,900 |
0 |
75,833 |
28,282,153 |
|
3. THAT, subject to Resolution 6 being passed, to subdivide the Company's share capital into ordinary shares of £0.00005 each in the capital of the Company and deferred shares of £0.00005 in the capital of the Company. |
28,174,420 |
31,900 |
0 |
75,833 |
28,282,153 |
|
4. THAT, subject to Resolutions 3 and 6 being passed, to consolidate the Company's ordinary share capital on a 10 to 1 basis |
28,174,420 |
31,900 |
0 |
75,833 |
28,282,153 |
|
5. To give the Directors authority to allot ordinary shares in the company |
28,175,320 |
31,000 |
0 |
75,833 |
28,282,153 |
|
SPECIAL RESOLUTIONS |
|
|
|
|
|
|
6. THAT, subject to and conditional upon the passing of Resolutions 3 and 4 above, to approve the adoption of the New Articles. |
28,174,420 |
900 |
0 |
106,833 |
28,282,153 |
|
7. To authorise the directors to disapply statutory pre-emption rights pursuant to section 570 of the Companies Act 2006. |
28,174,420 |
31,900 |
0 |
75,833 |
28,282,153 |
Following completion of the Capital Re-Organisation, certificates in respect of Existing Ordinary Shares will cease to be valid. Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares, which is expected to take place on or around 5 August 2025. Share certificates in respect of holdings of New Ordinary Shares will be sent to the registered address of Shareholders on the register at 6.00pm on the Record Date. The share certificates will be despatched by 1st class post, at the risk of the shareholder.
Admission of the New Admission Shares is subject to the FCA approving a Simplified Prospectus and the Company will provide an update in due course on the expected date for Admission of the New Admission Shares. The New Admission Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue.
**ENDS**
|
Critical Metals plc CEO Russell Fryer
|
|
|
Novum Securities Financial Adviser David Coffman, Daniel Harris
|
Tel: +44 (0)20 7399 9400
|
|
St Brides Partners Ltd Financial PR Ana Ribeiro / Charlotte Page
|
|
About Critical Metals
Critical Metals plc whose shares are admitted to Equity Shares (transition) Category of the Official List and to trading on the Main Market is focused developing the formerly producing Molulu Copper/Cobalt Project in the Katangan Copperbelt in Democratic Republic of Congo ('DRC').