Result of General Meeting
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On 4 December 2024, the boards of the Company and Condor Gold plc ("Condor Gold") announced that they had reached agreement on the terms and conditions of a recommended offer (the "Offer") for the entire issued and to be issued ordinary share capital of Condor Gold by the Company (the "Acquisition").
The Acquisition is being implemented by way of a court-sanctioned scheme of arrangement between Condor Gold and Condor Gold ordinary shareholders pursuant to Part 26 of the Companies Act 2006 (the "Scheme"). On 11 December 2024, the board of the Company and Condor Gold announced that a circular relating to the Scheme had been published (the "Scheme Document").
On 13 December 2024, the Company announced that it had published a circular (the "Circular") containing details of, inter alia, the proposed issue of new ordinary shares in the Company in connection with the Acquisition (the "New MTL Shares").
Unless otherwise indicated, defined terms in this announcement shall have the same meanings as those given to them in the Scheme Document.
Results of the General Meeting
The Company is pleased to announce that the Company's General Meeting was held earlier today and that both resolutions were duly passed.
At the General Meeting, as more particularly described below, the requisite majority of MTL Shareholders voted to pass the ordinary resolution giving the MTL directors authority to allot New MTL Shares and the special resolution to disapply statutory pre-emption rights in connection with the allotment of the New MTL Shares. Full details of the resolutions that were proposed are set out in the notice of the General Meeting contained in the Circular.
The results of the poll at the General Meeting are set out in the table below. Each MTL Shareholder present in person or by proxy was entitled to one vote for each MTL Share held at the voting record time for the General Meeting.
| Resolution | Votes for | Votes against | Total votes (3) | Withheld votes (2) | ||
|---|---|---|---|---|---|---|
| Number | % (1) | Number | % (1) | Number | Number | |
| 1. General authority of Directors to allot Ordinary Shares in relation to the Acquisition | 1,118,061,136 | 99.92 | 916,506 | 0.08 | 1,118,977,642 | 54,866 |
| 2. General dis-application of statutory pre-emption rights | 1,111,856,890 | 99.36 | 7,120,752 | 0.64 | 1,118,977,642 | 54,866 |
- Of votes cast. Percentages are rounded to two decimal places.
- Votes 'Withheld' are not a vote in law and have not been counted in the calculation of the votes 'For' and votes 'Against' the resolutions or the total number of votes validly cast.
- As at the record date for eligibility to vote at the Company's General Meeting, MTL had 2,121,729,717 MTL Shares in issue, of which 393,513,302 MTL Shares are held in treasury. Accordingly, MTL's total number of voting rights was 1,728,216,415.
Effective Date and Expected timetable
Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the remaining Conditions set out in Part 3 of the Scheme Document, including the sanction of the Scheme by the High Court at the Sanction Hearing, which is expected to take place on 13 January 2025. Subject to the satisfaction or waiver of the remaining Conditions, the Scheme is expected to become Effective on 15 January 2025.
Application is being made for the admission to trading on AIM of the New MTL Shares, which is expected to take effect and dealings commence at 8.00 a.m. on 16 January 2025.
The expected timetable of principal events relating to the Scheme remains as set out in the Scheme Document. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by way of an announcement through a Regulatory Information Service.
Notice to Australian Condor Gold Shareholders
Notice to Canadian Condor Gold Shareholders
Notice to U.S. Condor Gold Shareholders
Dealing and Opening Position Disclosure Requirements
Publication on websites
No profit forecasts, estimates or quantified benefits statements
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