The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. 

9 December 2022

Technology Minerals Plc 

("Technology Minerals" or the "Company") 

£4 million convertible bond facility

Technology Minerals Plc (LSE: TM1), the first listed UK company focused on creating a sustainable circular economy for battery metals, is pleased to announce that it has entered into a £4.0 million convertible bond facility (the "Facility") with Macquarie Bank Limited ("MBL") and Atlas Capital Markets LLC ("ACM").

Use of Funds

The Facility would be used primarily to enable the Company to:

·    ramp up of the first phase of operations at the Tipton lead-acid battery recycling plant and prepare to commence industrial-scale processing through an automated plant following approval from the Environmental Agency

·    support operating costs and capital expenditure required to accelerate the Company's twin-track growth strategy to create a circular economy for battery metals to capture the industrial scale opportunity for recycling Lithium- ion and lead-acid batteries

Details of the Proposed Facility

Under the Facility, MBL and ACM will provide a £4.0 million convertible bond facility with a coupon of 5% per annum over the SONIA rate, payable quarterly in cash or in shares at the Company's discretion. The Facility can be drawn in eight tranches of up to £500,000 with each tranche being called at Technology Mineral's discretion once the previous tranche has been fully converted and subject to certain conditions. MBL and ACM will purchase the convertible bonds at a fixed price equal to 95% of the principal amount. MBL will purchase the first tranche, and each subsequent tranche will be purchased by MBL or ACM pursuant to the terms of the subscription agreement among the parties.

MBL and ACM can convert the convertible bonds to Technology Minerals shares ("Shares") by issuing a conversion notice with the price set at 90% of the 3-day Volume Weighted Average Price of the Shares, where the 3 days may be consecutive or not and are selected by MBL or ACM (as applicable) from the 20 days prior to the issue of a conversion notice by MBL or ACM. The convertible bonds shall have a maturity of two years from issuance.

The Company will pay a transaction fee equal to 3% of each tranche (the "Commission"). The Commission is payable in cash, and may be deducted from the amount payable by MBL or ACM (as applicable) to Technology Minerals for each tranche.

In addition, warrants amounting to 30% of each tranche will be attached to each tranche of the convertible bonds. The warrants will have a strike price fixed at 30% premium to the Volume Weighted Average Price of the Shares for the 5 consecutive days prior to the issue date of each tranche. The warrants will expire two years after issuance.

The convertible bonds would be capable of redemption at any time by the Company with 60 business days' notice at par plus 10% premium of the principal amount remaining.

MBL and ACM would be unable to convert the convertible bonds to Shares where such conversion would mean that it would become interested (as defined in the City Code on Takeovers and Mergers (the "Takeover Code")) in shares that in aggregate carry more than 29.9 per cent of the of the voting rights of the Technology Minerals.

Shareholder Approval

The Company will seek shareholder approval should this be required in order to issue the convertible bonds in accordance with the tranches which may be drawn under the Facility.

Alex Stanbury, CEO of Technology Minerals, said: "We are delighted by the confidence Macquarie Bank and Atlas Capital Markets have shown in us and look forward to working with them closely as we turn our focus to scaling operations domestically and overseas. The £4.0m convertible bond facility complements our fundraise in November and strengthens the Company's position as we look to ramp up our operations at Tipton and progress with our twin-track growth strategy to create a circular economy for battery metals."

Enquiries

Technology Minerals Plc 

Technology Minerals is developing the UK's first listed, sustainable circular economy for battery metals, using cutting-edge technology to recycle, recover, and re-use battery technologies for a renewable energy future. Technology Minerals is focused on extracting raw materials required for Li-ion batteries, whilst solving the ecological issue of spent Li-ion batteries, by recycling them for re-use by battery manufacturers. With the increasing global demand for battery metals to supply electrification, the group will explore, mine, and recycle metals from spent batteries. Further information on Technology Minerals is available at www.technologyminerals.co.uk  

Macquarie Bank Limited

Macquarie Bank Limited (ABN 46 008 583 542), a corporation constituted with limited liability under the laws of the Commonwealth of Australia and authorised to carry on banking business in, amongst others, the Commonwealth of Australia, and the United Kingdom. Macquarie Bank's expertise covers asset finance, lending, banking and risk and capital solutions across debt, equity and commodities.

Atlas Capital Markets LLC

Atlas Capital Markets ("ACM") is an investment company based in London, founded in 2012. ACM is managed by a team of experienced professionals that has originated, structured and managed over $10bn in special situation financing and asset-orientated investments globally. ACM takes pride in the relationship fostered with each portfolio company and the added value we bring in expertise and strategic introductions in addition to our invested capital. ACM's management has decades of experience and has executed numerous deals across the world successfully.