MTL Metals Exploration Plc

28 August 2024

METALS EXPLORATION PLC

Completion of YMC Acquisition

Issue of Options, Management Incentive Plan Share Awards, Update on Buy Back and Total Voting Rights

Metals Exploration plc (AIM: MTL) ("Metals Exploration", "MTL", the "Company" or the "Group"), a gold producer in the Philippines, is pleased to announce the following corporate update.

Unless otherwise indicated, defined terms in this announcement shall have the same meanings as those given to them in the Company's circular dated 5 August 2024 (the "Circular").

Completion of YMC Acquisition

Further to the Company's announcement of 23 August 2024, confirming the passing of all resolutions at the Company's general meeting of the same date (the "General Meeting"), the Company's acquisition of 72.5% of the issued share capital of YMCP and the entire issued share capital of YMCS has now completed.

In the near-term, the Group intends to secure final clearance with local communities within the Philippines' National Commission on Indigenous Peoples (NCIP) framework in respect of the Abra Tenement and to accelerate its initial planned exploration work programme.

Darren Bowden, Chief Executive Officer of Metals Exploration, commented:

"The completion of the YMC transaction is a particularly exciting milestone, as the Company continues to position itself for future growth beyond Runruno. The acquisition of the YMC Group aligns seamlessly with Metals Exploration's strategic ambition to be a diversified gold producer, building on its strong foundations in the Philippines.

"Not only does this constitute a highly prospective exploration licence, covering 16,200 hectares on the island of Luzon, a prolific gold belt, but an opportunity for the Company to capitalise on its pedigree. Here, we can apply our extensive and highly relevant knowledge of mining in the region, whilst leveraging our experience, further building on our already strong relationships.

"We can now look forward to advancing this asset, once the final clearances are in place, seeking to recreate the success that we delivered at Runruno; whilst also utilising our strong balance sheet to deliver further appropriate acquisitions. We look forward to updating shareholders in due course."

Issue of Tranche B Options

As part of the consideration payable pursuant to the Acquisition, the Company has issued the Tranche B Options to subscribe for up to 41 million Ordinary Shares pursuant to the LTIP and the Individual Option Agreements, at an exercise price equal to nominal value. The Tranche B Options are subject to a vesting condition of continued employment or relevant service relationship (as applicable) with the Group until 31 December 2025 and have an exercise period of seven years from issue. 

Details of the options granted to PDMRs are set out below, with further information being contained in the Appendix to this announcement and in the Circular.

Update on the Buy Back

Following the passing of the relevant resolutions at the General Meeting to approve the Buy Back, the Company intends to effect the purchase of the first and second tranches of RHL Shares on 30 August 2024, being an aggregate of 298,576,651 RHL Shares for a consideration of approximately £14.9 million. Once purchased, the Company intends to hold such Ordinary Shares in treasury and, as such, they will cease to have any voting or other rights whilst held in treasury.

Issue of Incentive Shares under the Management Incentive Programme

Further to the passing of Resolutions 2 and 7 at the General Meeting, the Company has issued a total of 3,785,446 new Ordinary Shares (the "Incentive Shares") to members of the senior management team, in accordance with the 2023 Management Incentive Programme, as set out in the Circular.

Details of the awards to PDMRs are set out below, with further information being contained in the Appendix to this announcement:

* Based on the Company's issued share capital following admission of the Incentive Shares but prior to the Company's purchase of the 298,576,651 RHL Shares.

Admission and Total Voting Rights

Application has been made to London Stock Exchange plc for the admission of the 3,785,446 Incentive Shares to trading on AIM ("Admission"), which is expected to take place at 8.00 a.m. on or around 29 August 2024.

Following Admission, the Company will have 2,121,730,167 Ordinary Shares in issue. The Company does not currently hold any shares in treasury. From the date of Admission, 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.

The Company's purchase of the first and second tranches of RHL Shares is expected to take place on 30 August 2024.

Following the purchase of the 298,576,651 RHL Shares referred to above, the Company will have 2,121,730,167 Ordinary Shares in issue, of which 298,576,651 Ordinary Shares shall be held in treasury. Accordingly, on 30 August 2024, the total number of voting rights shall be 1,823,153,516, and thereafter 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.

For further information, please contact or visit:

Web:                www.metalsexploration.com

X:                     @MTLexploration

LinkedIn:           Metals Exploration

Appendix

PDMR Notification Forms: