Critical Min Regulatory News (CMRS)

30 November 2022

Caerus Mineral Resources PLC

('Caerus' or the 'Company')

EVM Convertible Loan

Caerus Mineral Resources plc (LON:CMRS), the exploration and resource development company focused on developing mineral resources to support the global 'Clean Energy' initiative is pleased to announce EV Metals Group Plc ("EVM") has entered into a subscription agreement with the Company (the "Subscription Agreement") pursuant to which the Company may require EVM to subscribe for unsecured convertible loan notes up to £625,000 (the "Total Subscription Amount"). Should the Company require EVM to subscribe for the Total Subscription Amount, EVM's resulting holding in the Company would be 29.9%. 

The funds raised from the convertible loan notes, that have a conversion price of 7.5p, shall be used to support the Company's general working capital requirements and help accelerate opportunities created through its EVM alliance. As a result of the alliance, the Company is in ongoing discussions regarding opportunities to enhance its license portfolio. These opportunities are wholly aligned with Caerus' strategic focus of developing mineral resources that support the clean energy transition.

Subscription Agreement

The Subscription Agreement provides that any time during the twelve month period from 29 November 2022 (the "Availability Period"), the Company may require EVM to subscribe for unsecured convertible loan notes. Initially the Company may request EVM to subscribe for convertible loan notes with a value of at least £325,000 and up to the Total Subscription Amount (the "Initial Subscription"). 

If the Initial Subscription is less than the Total Subscription Amount, the Company will have the right to require EVM to undertake a second subscription for Convertible Loan Notes for the difference between the Initial Subscription and the Total Subscription Amount. 

Convertible Loan Notes

On 28 November 2022, the Company constituted the convertible loan note instrument (the "Instrument") for the purpose of issuing unsecured convertible loan notes (the "Notes") up to an aggregate amount of £625,000. The key terms of the convertible loan notes are briefly summarised below:

· the Notes are unsecured

· the Notes shall not accrue any interest

· the Notes are required to be redeemed within 12 months from the date on which any notes are issued under the Instrument (the "Maturity Date")

· EVM, as the noteholder, may elect at any time up to the Maturity Date to convert the Notes into shares in the company at an agreed conversion price of 7.5p 

Related Parties

EVM is a significant shareholder of the Company holding as at the date of this announcement approximately 16.34 per cent. of the voting rights of the Company. In the event that the Notes were fully converted into ordinary shares (and assuming no other changes to the capital structure of the Company) then EVM would hold approximately 29.9 per cent. of the total voting rights of the Company. 

Mr Russell Thomson is a statutory director of EVM and Mr Dominic Traynor is corporate secretary to EVM. Mr Thomson and Mr Traynor did not form part of the quorum and did not vote on the proposal to approve the terms of the Subscription Agreement and the Instrument. The independent directors of the Company have determined that the terms of the proposed transaction are fair and reasonable and in the best interest of its shareholders other than EVM. In particular, it was noted that the conversion price of the Notes represented a premium to the share price of the Company as at the date of this announcement and would provide important funding for the Company. 

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