Fundraising, Directors' Dealings and TVR

RNS Number : 5022P

Corcel PLC

18 February 2021

 

Corcel PLC

("Corcel" or the "Company")

Fundraising, Directors Dealings and Total Voting Rights

18 February 2021

Corcel Plc, ("Corcel" or "the Company"), the natural resource exploration and development company with interests in battery metals and flexible grid solutions, announces that to enable the Company's continued progress at the Burwell Energy Storage project as well as on the Mambare mining lease application, that it has agreed a funding package, consisting of a combination of both equity and debt.

Chief Executive Officer, Scott Kaintz commented: "Initiatives begun in 2020 are now starting to bear fruit as we make material advancements both at Burwell here in the UK and at Mambare in supporting our overarching strategy of advancing the decarbonization of the global economy.  The funds secured today are designed to minimize dilution at current levels as we approach multiple significant value inflection events."  

Equity Funding

The equity fundraising has directly raised gross proceeds of 300,000 from the issue of 24,000,000 new ordinary shares of 0.0001 (Ordinary Shares) at 0.0125 ("Placing Price") per share ("Fundraising Shares"), being a 4% premium to the mid-price of the Company's ordinary shares at the close on 17 February 2021, being the latest practicable date prior to the publication of this announcement.  The Company has also issued the equity investors with two warrants for every one share exerciseable at 0.02 per new warrant share at any time over the next two years.

The Company has also agreed to issue a further 2,880,000 new Ordinary Shares at the Placing Price ("Supplier Shares") for an invoice received from Align Research in respect of research services, and who has agreed to receive the payment of their 30,000 invoice plus VAT, both paid in shares.

Directors' Dealings

Two Company Directors, James Parsons and Scott Kaintz, have also participated in the placing of 800,000 new ordinary shares and 1,600,000 warrants each.  The placing shares and warrants issued to James and Scott have been included in the table below, which sets out the Corcel Board's current holdings.

Directors	Ordinary Shares Direct	Ordinary Shares Indirect	Total Shares	% of Issued Share	Warrants	Options
Ewan Ainsworth	2,253,429	0	2,253,429	0.70%	1,281,250	0
James Parsons	3,089,773	0	3,089,773	0.96%	2,381,250	3,040,567
Scott Kaintz	1,863,467	950,324	2,813,791	0.88%	2,185,417	3,164,767

The issue of the Fundraising Shares and the Supplier Shares is being carried out within the Company's existing share authority to issue ordinary shares for cash. Application will be made to the London Stock Exchange for the Fundraising Shares and the Supplier Shares which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on AIM and it is expected that the Fundraising Shares will be admitted to trading on AIM at 8.00 a.m. on or around 2 March 2021.

Total Voting Rights

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Fundraising Shares and the Supplier Shares, its issued ordinary share capital will comprise 321,381,614 ordinary shares. All of the ordinary shares have equal voting rights and none of the ordinary shares are held in Treasury. The total number of voting rights in the Company will therefore be 321,381,614. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or change to their interest in, the Company.

Debt Funding

The debt element of the fundraising is a definitive loan agreement arranged by Align Research Limited (the "Lender") to provide, in aggregate, 300,000 through an unsecured loan facility ("Loan Facility"), for working capital purposes in support of the execution of the Company's Flexible Grid Solutions and battery metals strategy. The Loan Facility, which is aimed at minimising dilution at current prices, provides for the loan ("Loan") to be drawn down in 5 tranches being 100,000 on 1 March 2021, and £50,000 on 1 April, 1 May, 1 June and 1 July respectively. The Loan plus a fixed coupon of 8% is repayable in full on maturity (except where the Lenders request part or all of the Loan and any coupon to be utilised in paying for the warrants), which is 28 December 2021 (the "Repayment Date").  The coupon is repayable in either cash or shares at the Lender's discretion, and if in shares at a price of £0.013 per share.   

As part of the Loan Facility, the Company will issue a total of 23,076,923 three-year warrants to the Lender (the "Warrants").  The Warrants are only exercisable when the share price per Ordinary Share is at or above 0.02 per share (a 63% premium to the current mid-price), at which point the holders can subscribe for ordinary shares in the Company at £0.013 per share, or at the future placing price of any subsequent fundraise during the first 12 months of the Warrants being issued, if lower than 0.013.  Should the Warrants be exercised in whole or part during the term of the Loan Facility it has been agreed that the Warrant payment proceeds will be netted off against the repayment of the pro-rata drawn Loan Facility.  In the event of the Warrants being exercised during this period the full 8% Loan Facility interest on each repayment will be payable in shares ("Interest Shares") at a price of £0.013 per share.  If the entirety of the Warrants are exercised, this would result in an additional 23,076,923 Warrant shares and 1,846,154 Interest Shares ultimately be issued. 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	James Parsons
2	Reason for the notification
a)	Position/status	Executive Chairman, PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Corcel plc
b)	Legal Entity Identifier	2138009ECXQQ3EGKVY57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.0001 Warrants two year vesting, over Ordinary shares at a price of £0.02 per share.  GB00BKM69866
b)	Nature of the transaction	800,000 Ordinary shares of £0.0001 at a price of £0.0125 per share 1,600,000 Warrants two year vesting, over Ordinary shares at a price of £0.02 per share
c)	Currency	GBP
d)	Price(s) and volume(s)	Price(s)	Volume(s)
		0.0125 Warrants exercise price £0.02	800,000 1,600,000
e)	Aggregated information - Aggregated volume - Aggregated price - Aggregated total	N/A N/A N/A
f)	Date of the transaction	17 February 2021
g)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Scott Kaintz
2	Reason for the notification
a)	Position/status	Chief Executive Officer, PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Corcel plc
b)	Legal Entity Identifier	2138009ECXQQ3EGKVY57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.0001 Warrants two year vesting, over Ordinary shares at a price of £0.02 per share.  GB00BKM69866
b)	Nature of the transaction	800,000 Ordinary shares of £0.0001 at a price of £0.0125 per share 1,600,000 Warrants two year vesting, over Ordinary shares at a price of £0.02 per share
c)	Currency	GBP
d)	Price(s) and volume(s)	Price(s)	Volume(s)
		0.0125 Warrants exercise price £0.02	800,000 1,600,000
e)	Aggregated information - Aggregated volume - Aggregated price - Aggregated total	N/A N/A N/A
f)	Date of the transaction	17 February 2021
g)	Place of the transaction	London Stock Exchange, AIM

For further information, please contact:

Scott Kaintz   020 7747 9960        CEO   Corcel   Plc

Roland Cornish/ Rosalind Hill Abrahams   020 7628 3396     NOMAD   Beaumont Cornish Limited

Thomas Smith   020 7392 1432                                                     Broker   Monecor (London) Ltd (ETX Capital)

Simon Woods   0207 3900 230        IR   Vigo Communications     

This announcement contains inside information under Article 7 of Regulation (EU) 596/2014 .  

 

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