t
On 7 March 2025, Metals Exploration PLC repaid an unsecured bridging term loan facility of £5,647,671.23 to Drachs Investments No3 Limited. This was achieved by transferring 94,127,854 ordinary shares from treasury to Drachs at an issue price of £0.06 per share. As a result, Drachs holds 16.12% of the Company's total voting rights, which now total 2,666,065,330.
| Date | 7 Mar 2025 |
| Time | 07:00:06 |
| Category | Miscellaneous |
| ID | 7263Z |
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:
|
Metals Exploration PLC |
|
|
Via BlytheRay |
+44 (0) 207 138 3204 |
|
|
|
|
Nominated & Financial Adviser: |
STRAND HANSON LIMITED |
|
James Spinney, James Dance, Rob Patrick |
+44 (0) 207 409 3494 |
|
Broker: |
HANNAM & PARTNERS |
|
Matt Hasson, Franck Nganou |
+44 (0) 207 907 8500 |
|
|
|
|
Public Relations: |
BLYTHERAY |
|
Megan Ray, Said Izagaren |
+44 (0) 207 138 3204 |
Web: www.metalsexploration.com
LinkedIn: Metals Exploration
TR-1: Standard form for notification of major holdings
|
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i |
||||||
|
|
||||||
|
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: |
Metals Exploration plc |
|||||
|
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
||||||
|
Non-UK issuer |
|
|||||
|
2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
||||||
|
An acquisition or disposal of voting rights |
X |
|||||
|
An acquisition or disposal of financial instruments |
|
|||||
|
An event changing the breakdown of voting rights |
X |
|||||
|
Other (please specify) iii: |
|
|||||
|
3. Details of person subject to the notification obligation iv |
||||||
|
Name |
Drachs Investments No3 Limited |
|||||
|
City and country of registered office (if applicable) |
Jersey, UK |
|||||
|
4. Full name of shareholder(s) (if different from 3.) v |
||||||
|
Name |
Helga Evans |
|||||
|
City and country of registered office (if applicable) |
|
|||||
|
5. Date on which the threshold was crossed or reached vi: |
7 March 2025 |
|||||
|
6. Date on which issuer notified (DD/MM/YYYY): |
7 March 2025 |
|||||
|
7. Total positions of person(s) subject to the notification obligation |
||||||
|
|
% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer (8.A + 8.B) vii |
||
|
Resulting situation on the date on which threshold was crossed or reached |
16.12% |
- |
16.12% |
429,659,997 |
||
|
Position of previous notification (if applicable) |
13.05% |
- |
13.05% |
|
||
|
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii |
|||||||||
|
A: Voting rights attached to shares |
|||||||||
|
Class/type of ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
|||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
||||||
|
Ordinary |
429,659,997 |
- |
16.12% |
- |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
SUBTOTAL 8. A |
429,659,997 |
16.12% |
|||||||
|
|
|||||||||
|
B 1: Financial Instruments according to DTR5.3.1R (1) (a) |
|||||||||
|
Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
SUBTOTAL 8. B 1 |
|
|
|||||
|
|
|||||||||
|
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) |
|||||||||
|
Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash Settlement xii |
Number of voting rights |
% of voting rights |
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
SUBTOTAL 8.B.2 |
|
|
||||
|
|
|||||||||
|
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
||||
|
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 |
|
|||
|
Full chain of controlled undertakings through which the voting rights and/or the |
X |
|||
|
Name xv |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
|
|
Helga Evans |
0.00% |
- |
0.00% |
|
|
Drachs Investments No3 Limited |
16.12% |
- |
16.12% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
10. In case of proxy voting, please identify: |
||||
|
Name of the proxy holder |
|
|||
|
The number and % of voting rights held |
|
|||
|
The date until which the voting rights will be held |
|
|||
|
|
||||
|
11. Additional information xvi |
||||
|
|
||||
|
Place of completion |
London, UK |
|
Date of completion |
7 March 2025 |