Business
Director Resignation
Director Resignation.
About this update from Metals Exploration Plc
[{"type":"text","content":"\n\nMetals Exploration plc\n \nDirector Resignation and Appointment of Interim Chairman\n \nMetals 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.\n \nMr 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\").\n \nThe 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.\n \nRHL 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,...