TM1 Technology Minerals Plc

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

6 December 2024

Technology Minerals Plc

("Technology Minerals" or the "Company") 

Notice of AGM and Capital Reorganisation

Technology Minerals Plc (LSE: TM1), the UK's pioneering firm in establishing a circular economy for battery metals, gives notice that the Annual General Meeting ("AGM") of the Company will be held at 11:00 am GMT on Monday 30 December 2024 at Courthouse Hotel London, 19-21 Great Marlborough St, London W1F 7HL.

Notice of AGM and Annual Report

The Notice of AGM is being posted to shareholders today, and will be made available on the Company's website: www.technologyminerals.co.uk. The Annual Report Accounts of the Company are expected to be published and posted to shareholders on or around 10 December 2024.

Capital Reorganisation

As the Company is not permitted by law to issue shares at an issue price which is below their nominal value, the Company's ability to raise funds from investors is limited due to the proximity of the latest closing price of the shares to their nominal value.

Whilst the Board's objective is to achieve the highest possible issue price for the Company when issuing shares, the Company may be unable to issue shares in future in accordance with its contractual commitments or otherwise to be able to attract further equity investment into the business, should it be necessary.

In order to safeguard the Company's ability to issue new shares at an issue price which exceeds their nominal value, shareholder approval is being sought to complete a Capital Reorganisation.

The Capital Reorganisation will involve:

·    each of the existing ordinary shares of £0.001 each will be subdivided into and reclassified as one New Ordinary Share and one Deferred Share;

·    each New Ordinary Share will be an ordinary share in the capital of the Company with a nominal value of £0.00001; and

·    each Deferred Share will be a deferred share in the capital of the Company with a nominal value of £0.00099.

Subject to the passing of the relevant resolutions at the AGM, the Capital Reorganisation will take effect at the close of business on the date of the AGM (or at any adjournment thereof) ("Record Date").

As a consequence of, and immediately following, the Capital Reorganisation becoming effective each Shareholder's holding of New Ordinary Shares will be the same as the number of Existing Ordinary Shares held by them on the Record Date. Each shareholder's proportionate interest in the Company's issued ordinary share capital will, and thus the aggregate value of their holding should, remain unchanged as a result of the Capital Reorganisation.

The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares in issue under the articles of association of the Company, including those relating to voting and entitlement to dividends.

The Deferred Shares created will be effectively valueless as they will not carry any rights to vote or dividend rights. The Deferred Shares will not be traded on the London Stock Exchange's ("LSE") Main Market for listed securities or listed and will not be transferable without the prior written consent of the Board. No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to Deferred Shares.

The Deferred Shares may be cancelled in due course following a court approved reduction of capital or other means, if available.

Effective Date

The capital reorganisation is conditional upon, and effected by, the resolution of the Shareholders at the Annual General Meeting. If the relevant resolutions are passed, the capital reorganisation will become effective immediately following the close of business on the Record Date.

Application will be made to the UK Financial Conduct Authority ("FCA") for an amendment to the Official List of the United Kingdom Listing Authority, and to the London Stock Exchange, for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities ("Admission").

The amendment and Admission are expected to be effective from 8:00 am on or around the day after the AGM (or any adjournment thereof) subject to the relevant resolutions having been passed.

Total Voting Rights

Following Admission, assuming no other issue of New Ordinary Shares takes place (such as from the exercise of any convertible securities) prior to the Annual General Meeting, the total issued share capital of the Company with voting rights will comprise 1,805,090,515 New Ordinary Shares.

The Company does not hold any Ordinary Shares in treasury. Therefore, following Admission of the New Ordinary Shares, the above figure of 1,805,090,515 New Ordinary Shares 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 share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.

Enquiries

Technology Minerals Plc

Technology Minerals is developing the UK's first listed, sustainable circular economy for battery metals, using cutting-edge technology to recycle, recover, and re-use battery technologies for a renewable energy future. Technology Minerals is focused on raw material exploration required for Li-ion batteries, whilst solving the ecological issue of spent Li-ion batteries, by recycling them for re-use by battery manufacturers. Further information on Technology Minerals is available at  www.technologyminerals.co.uk.