Critical Mineral Resources PLC Regulatory News (CMRS)

21 November 2022

Caerus Mineral Resources PLC

('Caerus' or the 'Company')

Caerus Mineral Resources plc (LON:CMRS) is an exploration and resource development company focused on developing mineral resources to support the global drive for 'Clean Energy'.

Update from the Chairman

In our interim results dated 31 September I stated my belief that significant value can be delivered if we remain focused on the opportunities presented by the EVM Alliance. I also committed to introducing more robust corporate governance structures, so the Company operates to high standards with all its stakeholders.

Since the announcement of our interim results, the Company has completed its investigation into certain actions and commercial decisions made by the previous management. Part of this exercise was focused on ensuring the Company recovers value and rebuilds shareholder confidence. To this end, the Company has agreed settlement terms with former directors, Michael Johnson and Martyn Churchouse (Former Directors) resulting in, substantially, all of their shares being gifted back to the Company (for no consideration) and the termination of their warrants. The terms of which are described below.

Together, these actions help to draw a line in the sand and allow the Company to commit its efforts to providing equity value for shareholders, with the support of the EVM Alliance.

To further strengthen our corporate governance, we have initiated a search for an independent director to ensure all shareholders' interests are protected. The search is at an advanced stage and we will update the market in due course.

Agreement with Former Directors

The Company has entered into a settlement agreement together with each of the Former Directors. The Former Directors have agreed to, inter alia:

a) the termination of all warrants held by the Former Directors, representing in aggregate a total of 10,100,000 warrants over ordinary shares of £0.01 each (Shares) (the Former Director Warrants); and

b) return a total of 4,920,001 Shares in the Company held by them (such shares being fully paid-up) by way of gift for no consideration (the Returned Shares).

The Company has also negotiated a one-off payment, expected to be effected in the new year, which will contribute significantly towards the value lost by previous management decisions.

Treatment of Gifted Shares and Voting Rights

The Returned Shares will be transferred to the Company by the Former Directors by way of gift. The Company intends to dispose of those shares to bona fide third-party purchasers to raise additional capital for the Company. In the event that the company does not find a purchaser for the Returned Shares, the Company will be required to cancel those Shares within a period of three years from the acquisition in accordance with the Companies Act.

The Returned Shares, when registered in the name of the Company, will become non-voting shares and will not be capable of being voted on by the Company in respect of any resolutions put forward at any future General Meeting or Annual General Meeting.

It is anticipated that following the conclusion of this exercise and a further expected share gift to the Company, the Company will have a total of 50,525,945 Ordinary Shares carrying one vote per share and each shareholder's voting rights will be increased on a pro-rata basis. The Company's issued share capital, inclusive of the gifted shares held by the Company, will remain 61,211,258.

The Company will, following the acquisition of the Returned Shares, publish a further announcement confirming the total voting rights in the Company and it will update the list of significant shareholders, as currently maintained on the Company's website.

Termination of the Warrants

The Company currently has in issue a total of 18,383,174 warrants over Shares and the termination of the Former Director Warrants would result in there being a total of 8,283,174 warrants in issue (such warrants then representing approximately 13.5 per cent. of the issued share capital of the Company).

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