Metals Exploration PLC Director Resignation (6834M)
18 Setembro 2023 - 3:00AM
UK Regulatory
TIDMMTL
RNS Number : 6834M
Metals Exploration PLC
18 September 2023
Metals Exploration plc
Director Resignation and Appointment of Interim Chairman
Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the
"Company"), a gold producer in the Philippines, announces that its
independent Chairman, Mr David Cather, has resigned as a
Non-Executive Director and Chairman of the Company, with immediate
effect.
Mr Cather has resigned these positions at the insistence of the
Company's second largest shareholder, Runruno Holdings Limited ("
RHL "), a result facilitated by certain provisions of the bilateral
shareholder agreement that RHL entered into with the Company's
largest shareholder, MTL (Luxembourg) S.a.r.l. (" MTL Lux "), at
the time of the Company's debt restructuring (the " Bilateral
Shareholder Agreement ").
The Bilateral Shareholder Agreement was entered into in
conjunction with the new relationship agreements that the Company
executed with each of RHL and MTL Lux, as part of the Company's
debt restructuring in October 2020, and which replaced the
historical 2011 Shareholders Agreement. The 2011 Shareholders
Agreement contained certain provisions that restricted the board of
Metals Exploration (the "Board") from being able to act
independently of RHL and entering into the Bilateral Shareholder
Agreement was a necessary private concession that MTL Lux was
required to accept, in order to ensure the continued public
quotation of the Company at this time. The Company understands
that, under the Bilateral Shareholder Agreement, MTL Lux is bound
to vote with RHL, if RHL votes against any resolution at the
Company's general meetings, and vice versa.
RHL initially advised the Company that it intended to vote
against Mr Cather's reappointment at the Company's recent annual
general meeting on 19 June 2023 (the "AGM"), requiring MTL Lux also
to vote against the reappointment pursuant to the terms of the
Bilateral Shareholder Agreement, which would have led to Mr
Cather's reappointment not being approved. In order to avert this
outcome at the AGM, and in an endeavour to ensure a smooth
transition to the appointment of a new independent Chairman, Mr
Cather agreed with RHL that he would resign from the Board at the
earlier of i) the Board of the Company appointing a replacement
independent Chairman, or ii) 18 September 2023. The Board has, to
date, been unable to secure a replacement independent Chairman but
remains committed to achieving this as soon as practicable.
The resignation of Mr Cather as Chairman was against the wishes
of the majority of the Board (with the exception of Mr Guy Walker,
RHL's representative on the Board) as well as the Company's largest
shareholder, MTL Lux, particularly in light of his contribution to
the Company and its ongoing successes since joining the board in
April 2021. RHL has informed the Company that the reason for its
actions was due to perceived issues with the Company's corporate
governance arrangements, which, again, is not a view shared by the
majority of the board or MTL Lux.
However, the Company is pleased to announce that,
notwithstanding Mr Cather's resignation from the Board, Mr Cather
will continue to provide services to the Company's subsidiaries as
a director of Metals Exploration Pte Ltd (the group's Singapore
incorporated holding company), while remaining a mining engineering
consultant to FCF Minerals, the Company's Philippine operating
subsidiary.
While the Board endeavours to secure a suitable replacement
independent Chairman, the Board has resolved to appoint Mr Steven
Smith, Non-Executive Director, as the Interim Chairman. Mr Smith is
MTL Lux's appointee to the Board, and as such is not considered to
be independent.
Further, until a new independent Chairman is appointed, Mr
Andrew Chubb and Mr Tim Livesey will be the only members of both
the Audit and Remuneration Board Committees.
- END -
For further information please visit or contact:
Metals Exploration PLC
Via Tavistock Communications
Limited +44 (0) 207 920 3150
-------------------------
Nominated & Financial STRAND HANSON LIMITED
Adviser:
-------------------------
James Spinney, James
Dance, Rob Patrick +44 (0) 207 409 3494
-------------------------
Financial Adviser & HANNAM & PARTNERS
Broker:
-------------------------
Matt Hasson, Franck Nganou +44 (0) 207 907 8500
-------------------------
Public Relations: TAVISTOCK COMMUNICATIONS
LIMITED
-------------------------
Jos Simson, Nick Elwes +44 (0) 207 920 3150
-------------------------
Web: www.metalsexploration.com
Twitter: @MTLexploration
LinkedIn: Metals Exploration
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END
MSCEAXNXFEFDEFA
(END) Dow Jones Newswires
September 18, 2023 02:00 ET (06:00 GMT)
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