AGM Result, Share Subdivision & Reclassification
Technology Minerals Plc announced that all resolutions were passed at its Annual General Meeting, including the subdivision of its 3,144,394,215 ordinary shares of £0.001 each into two ordinary shares of £0.0005 each, resulting in 6,288,788,430 shares. Shareholders also approved an increase in directors' authority to allot shares up to a nominal amount of £7,737,812, the disapplication of pre-emption rights for the same amount, and an increase in the dilution limit for employee share plans from 10% to 20%. The company intends to reclassify the A Ordinary Shares as Deferred Shares, which will have no voting or dividend rights. These approvals enable the company to proceed with a placing and the issue of settlement shares.
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Technology Minerals Plc (LSE: TM1), the UK listed company focused on building national resource and manufacturing resilience, is pleased to announce that at the Annual General Meeting of the Company held earlier today, all resolutions were duly passed.
In particular, shareholders approved:
- the subdivision of each of the 3,144,394,215 existing ordinary shares of £0.001 each into two ordinary shares of £0.0005 each (the "Subdivision");
- the increase in the Directors' authority to allot shares up to an aggregate nominal amount of £7,737,812 (representing approximately 246% of the Existing Ordinary Share Capital);
- the disapplication of pre-emption rights in respect of the same aggregate nominal amount; and
- the increase in the dilution limit applicable to the Company's employee share plans from 10% to 20%.
Subdivision of Share Capital
Following the passing of Resolution 13, each of the 3,144,394,215 ordinary shares of £0.001 each in the capital of the Company has been subdivided into two ordinary shares of £0.0005 each, resulting in 6,288,788,430 ordinary shares of £0.0005 each.
The Board has designated one of the two ordinary shares arising from the Subdivision of each Existing Ordinary Share as an Ordinary Share and the other as an A Ordinary Share. The Ordinary Shares have been credited to the Existing Shareholders. The corresponding A Ordinary Share entitlements have been recorded by the Registrar in a separate category pending the General Meeting.
| Subdivision effective date and trading expected to commence in the Subdivided shares | 20 July 2026; trading in the Ordinary Shares expected to commence on or around 20 July 2026 |
| Replacement certificates due to be despatched (no later than) | Week commencing 27 July 2026 |
Reclassification of A Ordinary Shares
Following the AGM and a subsequent meeting of a committee of the Board, the Company confirms that it intends to convene a General Meeting at which Shareholders will be asked to approve the adoption of New Articles and the reclassification of the A Ordinary Shares as Deferred Shares.
Subject to the passing of the relevant resolutions at that General Meeting, the Registrar will implement the reclassification in accordance with the New Articles and credit the resulting Deferred Shares to the individual accounts of the Existing Shareholders entitled to the corresponding A Ordinary Shares. The Deferred Shares will have no voting rights, no dividend rights and only a negligible right to capital on a winding up. No application will be made for the admission of the A Ordinary Shares or the Deferred Shares to the Official List or to trading on the London Stock Exchange.
Next Steps
The passing of the resolutions enables the Company to proceed with the Placing and the issue of the Settlement Shares as described in the Prospectus (expected to be published shortly). A further announcement will be made upon publication of the Prospectus.
Details of the proxy voting results, which should be read alongside the Notice of AGM, are below:
| Votes | Votes | Total votes cast (excluding withheld) | Issued share capital voted* | Votes withheld** | |||
|---|---|---|---|---|---|---|---|
| For | % | Against | % | ||||
| Resolution 1: Financial Statements | 889,139,095 | 99.56% | 3,913,879 | 0.44% | 893,052,974 | 28.40% | 11,221,441 |
| Resolution 2: Remuneration Report | 853,278,810 | 95.60% | 39,291,292 | 4.40% | 892,570,102 | 28.39% | 11,704,313 |
| Resolution 3: Re-elect A Stanbury as a director | 635,891,472 | 70.44% | 266,834,966 | 29.56% | 902,726,438 | 28.71% | 1,547,977 |
| Resolution 4: Re-elect N Bridle as a director | 890,964,445 | 98.70% | 11,752,653 | 1.30% | 902,717,098 | 28.71% | 1,557,317 |
| Resolution 5: Re-elect J Cable as a director | 888,241,780 | 98.61% | 12,517,972 | 1.39% | 900,759,752 | 28.65% | 3,514,663 |
| Resolution 6: Re-elect L Kemp as a director | 889,137,286 | 98.71% | 11,620,134 | 1.29% | 900,757,420 | 28.65% | 3,516,995 |
| Resolution 7: Re-elect M Cataldo as a director | 890,979,336 | 98.72% | 11,552,643 | 1.28% | 902,531,979 | 28.70% | 1,742,436 |
| Resolution 8: Re-elect N Kounoupias as a director | 889,093,058 | 98.52% | 13,400,623 | 1.48% | 902,493,681 | 28.70% | 1,780,734 |
| Resolution 9: Re-elect C Turkmani as a director | 891,664,364 | 98.77% | 11,132,609 | 1.23% | 902,796,973 | 28.71% | 1,477,442 |
| Resolution 10: Re-appoint Auditor | 892,543,947 | 98.83% | 10,568,496 | 1.17% | 903,112,443 | 28.72% | 1,161,972 |
| Resolution 11: Auditors Remuneration | 889,879,440 | 98.74% | 11,335,533 | 1.26% | 901,214,973 | 28.66% | 3,059,442 |
| Resolution 12: Political Donations | 832,552,467 | 94.41% | 49,285,790 | 5.59% | 881,838,257 | 28.04% | 22,436,158 |
| Resolution 13: Shares subdivision | 884,745,145 | 98.99% | 9,026,425 | 1.01% | 893,771,570 | 28.42% | 10,502,845 |
| Resolution 14: Grant share options | 860,054,666 | 97.08% | 25,889,347 | 2.92% | 885,944,013 | 28.18% | 18,330,402 |
| Resolution 15: Shares subdivision | 876,214,072 | 98.91% | 9,680,146 | 1.09% | 885,894,218 | 28.17% | 18,380,197 |
| Resolution 16: Disapplication of pre-emption | 873,526,934 | 98.64% | 12,024,398 | 1.36% | 885,551,332 | 28.16% | 18,723,083 |
*Total voting rights of the shares in issue
**Please note a 'vote withheld' is not counted in the calculations of votes 'for' or 'against' a resolution
Technology Minerals' Mantle Strategy
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