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Full Exercise of Ambeon Option and TVR

In brief · summary, not quotable

Capital Metals completes US$2m Ambeon Option with 31.9m new shares at 2.75p and Sheffield participates to maintain stake.

  • Ambeon Option completion US$2 million
  • New Ordinary shares issued (Ambeon Option) 54,599,729
  • Issue price per share 2.75 pence
  • Ambeon shareholding post-admission 12.3%
  • Total Ordinary shares post-admission 484,502,022
Full announcement

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Capital Metals (AIM: CMET), a mineral sands company approaching mine development stage at the high-grade Taprobane Minerals Project in Sri Lanka (the "Project"), is pleased to announce it has received subscriptions for the remaining US$1.175 million of investments pursuant to the US$2 million Ambeon Option ("Ambeon Option") that was announced on 29 May 2025, and part exercised on 5 August 2025.

Ambeon has advised the Company that it has further exercised its right to assign the balance of the Ambeon Option to third parties who have subscribed, in aggregate, for a further 31,886,025 new Ordinary shares in the Company ("Subscription Shares") at an issue price of 2.75 pence per share.

Sheffield Additional Subscription

Capital Metals is further pleased to announce that Sheffield Resources Ltd ("Sheffield"), the 50% owner of the Thunderbird mineral sands mine in Western Australia, has indicated it wishes to exercise its right, pursuant to the Relationship Agreement it signed with the Company in March 2024, to participate in any share issuance of the Company on the same terms as other investors in order to maintain its 10% shareholding in the Company as set out in the 15 March 2024 announcement (the "Sheffield Additional Subscription"). A further announcement will be made soon detailing the Sheffield Additional Subscription when it occurs.

The proceeds from the Subscription Shares and Sheffield Additional Subscription will be used to obtain all necessary approvals to reach FID, with any amounts remaining to be used for general working capital and applied towards capital expenditure in connection with Stage 1 of the Project.

Greg Martyr, Executive Chairman of Capital Metals, commented:

"We are delighted with this outcome, which reinforces the confidence in and momentum behind the Project in Sri Lanka. Ambeon and its assignees have achieved their maximum US$4 million strategic investment which, together with the ongoing support from Sheffield, will see the Company comfortably funded through to FID. We are now focused on finalising the debt and equity arrangements with the assistance of the Ambeon team for the Stage 1 Project capital expenditure."

Admission and Total Voting Rights

Application will be made for the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on or around 12 September 2025. The Subscription Shares will rank pari passu with the Ordinary shares of the Company in issue. Application for admission will be made then in due course for the new Ordinary Shares to be issued pursuant to the Sheffield Additional Subscription.

Following Admission, the total number of Ordinary shares in the capital of the Company in issue will be 484,502,022 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

Following Admission, the Company will have issued a total of 54,599,729 new Ordinary shares pursuant to the Ambeon Option, which is 325,729 more shares than the intended amount announced on 29 May 2025, to allow for foreign exchange movements.

Holdings in Company

As at the date of this announcement Ambeon holds 59,701,000 Ordinary shares in the Company, equivalent to 12.3% of the enlarged share capital following the issue of the Subscription Shares.

Capitalised terms used herein without definition shall have the same meanings given to them in the 29 May 2025 "Strategic Investment & Project Development MoU" announcement released at 7.00 a.m.

Follow us on social media:

X: @MetalsCapital

LinkedIn: @Capital Metals plc

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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