Notice of General Meeting
African Battery Metals confirms that further to the notification released on 28 January 2019 regarding the conditional refinancing of the Company, the Company has today posted a circular and notice of a general meeting, together with a form of proxy, to Shareholders of the Company.
The circular and notice of the general meeting are available on the Company’s website at https://www.abmplc.com/.
The general meeting is to be held at the offices of Michelmores LLP, 6 New Street Square, London EC4A 3BF on 15 February 2019 at 9:00 a.m.
- The Company proposes to hold the General Meeting on 15 February 2019 to secure shareholder approval for the issue of equity and warrants in the refinancing and to authorise the board to issue further new Ordinary Shares on a non-pre-emptive basis to support future activities of the Company;
- Irrevocable undertakings to vote in favour of the General Meeting resolutions have been secured from existing shareholders holding 64,925,666 ordinary shares of the Company, representing 47.54% of the Company’s issued ordinary shares;
- A further announcement will be made by the Company confirming dispatch of the circular and notice of General Meeting.
- Subject to the passing of resolutions at the General Meeting, Roger Murphy, CEO of ABM will step down at the conclusion of the General Meeting and Matt Wood, Executive Director, will step down immediately following the publication of the Audited Financial Accounts of the Company for the year ended 30 September 2018;
- Roger Murphy is to provide consultancy services to the Company following his resignation to support with the transition following the General Meeting;
- One Advisory Limited, (“One Advisory”) a company of which Matt Wood is a director and shareholder, will continue to provide administrative support in respect of accounting, general legal and company secretarial support;
- In addition, subject to passing of resolutions at the General Meeting, Andrew Bell and Paul Johnson will be appointed as directors in the roles of Executive Chairman and Executive Director respectively, with effect from the conclusion of the General Meeting;
- It is proposed that Red Rock Resources, a Company of which Andrew Bell is significant shareholder and acts as CEO & Chairman, and Value Generation Limited, a Company beneficially owned by Paul Johnson will be awarded 5,000,000 New Ordinary Shares at 0.5 pence per share each as payment for restructuring fees (“Fee Shares”), representing a total of £50,000 costs settled by this share issue. The Fee Shares issued are subject to a lock-in agreement for a period of six months from Admission;
- Andrew Bell and Paul Johnson to be granted 13,613,929 management options each, (the “Management Options”) at a strike price of 1 pence, vesting immediately on conclusion of the General Meeting and with a life to expiry of 3 years. These options will only be exercisable once the volume weighted average share price of the Company is 1.5 pence or greater for five consecutive trading days, after which they may be exercised at any time.
The proposed issue of the Management Options as described above is a related party transaction for the purposes of AIM Rule 13 by virtue of the Management Options being awarded to Andrew Bell and Paul Johnson. Scott Richardson Brown and Iain MacPherson, being the independent Directors for the purposes of the award of the Management Options considers, having consulted with the Company’s nominated adviser, SP Angel, that the issue of the Director Shares to such related parties is fair and reasonable insofar as the Shareholders are concerned.
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