Conditional Convertible Loan Note

Echo Energy PLC

06 June 2024

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

6 June 2024

Echo Energy plc

("Echo" or the "Company")

Conditional Convertible Loan Note

Echo, the natural resources company, is pleased to announce it has entered into a £500,000 unsecured conditional convertible loan note ("CLN") agreement with an institutional investor (the "Lender"). The proceeds of the CLN, when drawn, will provide general working capital for the Company as it progresses with a review of a potentially transformational gold project opportunity in Latin America. The drawdowns on the CLN will be conditional upon mutual agreement by the Lender and the Company.

The Details of the CLN are as follows:

·    Principal amount: £500,000

·    The Company's obligations in respect of the CLN shall be unsecured

·    Subscription price: 94% of the principal amount being issued

·    Maturity: 24 months

·    Coupon: zero interest

·    Conversion price: the lower of 150% of the Company's closing share price on the day prior to a drawdown; or 90% of the Company's lowest closing bid price from the five days prior to a drawdown

·    Conversion rights: the Lender has the right to convert the loan into Ordinary Shares in Echo at any time whilst any portion of the loan is outstanding

·    Redemption rights: Echo has the right to redeem the loan in cash at any time at par plus an additional 10% of interest. The Lender has the right to one final conversion in the 24 hours after a redemption notice for the outstanding balance has been served by the Company

·    Funding schedule: all drawdowns are subject to mutual agreement of the Company and the Lender

·    The Company will pay the legal fees for the implementation of the CLN, capped at £8,000 plus VAT

·    An arrangement fee of 3.5% of the CLN is payable by the Company

Pursuant to the CLN, the Company has agreed to grant £50,000 of warrants to the Lender over 1,136,363,636 Ordinary Shares with a conversion price of 0.0044p, valid for a period of three years (the "Initial Warrants"). Up to an additional £150,000 of warrants will be issued to the Lender proportionate to the total amount of the CLN drawdown by the Company ("Additional Warrants"). The conversion price of the Additional Warrants, which will be valid for a period of three years, will be 150% of the Company's share price on the date of the signing of the CLN. The Initial Warrants and the Additional Warrants will be issued following the Company receiving the required share authority to allot shares at its forthcoming AGM on 26 June 2024.

The Company and the Lender have agreed on the first subscription request to draw down an initial £80,000 under the CLN, providing a capital injection of £64,400 after deduction of all fees.

For further information please contact:

Echo Stephen Birrell, Chief Executive Officer	Via Vigo Consulting [e-mail]
WH Ireland Limited (Nominated Adviser) James Joyce James Bavister Isaac Hooper	Tel: [phone]
Vigo Consulting (Investor Relations) Ben Simons Peter Jacob	Tel: [phone] [e-mail]

About Echo

Following the partial divestment of its assets in Argentina, Echo has been active in exploring potential opportunities to secure new assets. The Company is studying a number of potentially transformational projects which fit with this revised strategy. Among these potential opportunities is a gold project in Latin America, which the Directors believe has the potential to create significant future value for shareholders, without requiring a large initial capital investment.

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