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Posting of Circular

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Technology Minerals Plc is posting a Circular to shareholders regarding supplementary information for the upcoming Annual General Meeting on July 17, 2026, which will include a proposed subdivision of ordinary shares from a nominal value of £0.001 to £0.0005 per share, doubling the number of shares to 6,288,788,430. This subdivision, along with an increased allotment authority, is necessary to facilitate the issuance of shares for a proposed Placing and to settle convertible loan notes and other creditor agreements, thereby strengthening the company's balance sheet. Following shareholder approval of the subdivision, the company intends to reclassify shares into A Ordinary Shares and subsequently into Deferred Shares, which will carry no voting or dividend rights, while preserving a single class of ordinary voting shares. The company also anticipates FCA approval for its Prospectus shortly.

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Technology Minerals Plc (LSE: TM1), the UK-listed company advancing national natural resource security and manufacturing resilience, announces a Circular is being posted today to shareholders to provide supplementary information for the forthcoming Annual General Meeting ("AGM"), which will be held at 11:00 am on Friday 17 July 2026 at Oberon Capital Limited, 6 Duke Street St James's, 2nd Floor, London SW1Y 6BN.

The Circular does not amend the Notice of AGM, does not propose any additional resolutions for consideration at the AGM and does not require any action by shareholders other than as described in the Notice of AGM.

Following publication of the Notice of AGM, the Board considers it appropriate to provide shareholders with additional information regarding the steps which it currently intends to take following the AGM, assuming that Resolution 13 relating to the proposed subdivision of the Company's existing Ordinary Shares is approved by shareholders.

Further to the announcement on 22 June 2026, regarding the proposed fundraise and publication of Prospectus, the Board is pleased to report that it anticipates that the Prospectus will receive FCA approval shortly.

At the AGM, shareholders are asked to pass a resolution - Resolution 13 - to subdivide the ordinary shares. Shareholders are asked to approve the subdivision of current shares from the current nominal value of £0.001 to a nominal value of £0.0005 per share.

As stated in the Notice of AGM sent to shareholders, this is required because the Company may not issue shares at a price per share below the nominal value. This adjustment, together with the increased allotment authority, is essential to enable the issuance of shares required for the proposed Placing and to complete the settlement of the CLNs (including those with Jonathan Swann and Atlas Capital Markets LLC) and other creditor agreements ("Settlement Shares") on terms that materially strengthen the balance sheet of the Company.

There are currently 3,144,394,215 Ordinary Shares of £0.001 each in the capital of the Company in issue. As a result of the subdivision the number of shares will double to 6,288,788,430 Ordinary Shares of £0.0005 each. However, this will result in the investors who agreed to purchase shares in the Placing and those who have agreed to receive Settlement Shares in settlement of the CLNs and pursuant to other creditor arrangements receiving a smaller percentage of the share capital of the Company than they would have held when they agreed to invest or receive Settlement Shares.

Proposed Steps Following the AGM

Subject to shareholders approving the proposed subdivision of the existing Ordinary Shares at the AGM, the Board currently intends to pass board resolutions to:

  • designate one of the two Ordinary Shares resulting from the subdivision of each existing Ordinary Share as an A Ordinary Share of £0.0005.
  • instruct the Company's Registrar to maintain the register of members on that basis pending the passing of the resolutions set out below at a general meeting.

The Board intends to convene a general meeting of the Company, on not less than 21 clear days' notice, at which shareholders will be asked to consider and, if thought fit, pass special resolutions to:

  • adopt new Articles of Association creating a new class of Deferred Shares, which will carry no voting rights, no rights to participate in dividends and only a negligible entitlement to participate in a return of capital on a winding up or other distribution of assets.
  • reclassify all of the issued A Ordinary Shares as Deferred Shares, with the Ordinary Shares remaining as the Company's only class of ordinary voting shares.

Purpose of the Proposed Capital Reorganisation

These steps are being taken to ensure that all parties concerned are treated fairly. Assuming that the resolutions to be put to the General Meeting are passed, each shareholder will hold the same number of Ordinary shares as the number of ordinary shares held immediately before the AGM. The Ordinary Shares will have the same rights as the current Ordinary Shares. Each shareholder will also hold one Deferred Share with no voting rights, no dividend rights, and only a negligible right to capital on a winding up. The shares allotted to the investors who have agreed to purchase shares in the Placing and those who have agreed to receive Settlement Shares in settlement of the CLNs and pursuant to other creditor arrangements will also be classified as Ordinary shares.

The Board believes that the proposed capital reorganisation would simplify the Company's share capital structure and provide the Company with greater flexibility in relation to future equity fundraising while preserving a single class of ordinary voting shares following completion of the reorganisation.

The proposed Deferred Shares are intended to have no material economic or voting rights and are not expected to be admitted to trading or to have any market value.

A separate circular will be sent to shareholders in due course, containing full details of the proposed new Articles of Association, the rights attaching to the Deferred Shares and the resolutions to be considered at the subsequent general meeting.

Nothing contained in the Circular alters the business to be transacted at the forthcoming AGM or the resolutions set out in the Notice of AGM.

The Board considers it appropriate that shareholders are informed of its current intentions at the earliest opportunity, in the interests of transparency and good corporate governance.

Technology Minerals' Mantle Strategy

Further information on Technology Minerals is available at www.technologyminerals.co.uk.

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

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