Agreement with Lind Partners and £900,000 Placing

RNS Number : 7792L

Edenville Energy PLC

15 January 2021

 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014. Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

15 January 2021

EDENVILLE ENERGY PLC

("Edenville" or the "Company")

Agreement Reached with Lind Partners LLC

Oversubscribed Placing to Raise £900K

New Strategic Shareholder

Edenville Energy Plc (AIM: EDL), the AIM quoted company operating the Rukwa Coal Project in southwest Tanzania ("Rukwa") is pleased to provide the following corporate update. 

Funding Agreement with Lind Partners LLC - Update

The Company provides an update regarding its outstanding funding agreement with Lind Partners LLC ("Lind"), that was first announced on 6 November 2018 (the "Funding Agreement"). 

As announced on 6 October 2020, Lind requested Edenville repay the total outstanding balance of the Funding Agreement, being US$580,000, by 30 November 2020. The Company has since been engaged in a constructive dialogue with Lind regarding the repayment terms of the Funding Agreement and is pleased to report the revised repayment schedule has been agreed as follows:

-  The company will pay Lind US$116,000 in cash, being 20% of the outstanding debt, by 31 January 2021;

-  The remainder, being US$464,000, will be repaid in monthly instalments of US$50,000 starting from the end of April 2021;

-  The monthly instalments may be paid in cash or via the issuance of shares by mutual agreement; and

-  No further interest or charges will be applied to the US$580,000 headline figure.

Following settlement of the Placing (outlined below) the Company will have sufficient capital to meet its outstanding obligations to Lind. The Company's cash position is expected to be further strengthened by increased production and sales of washed coal from its flagship Rukwa mine in Tanzania during the course of 2021.

Oversubscribed £900,000 Placing

The Company has conditionally raised £900,000 (before expenses) by way of a placing of 3,600,000 new ordinary shares of 1p each in the Company ("Ordinary Shares") at a placing price of 25p per Ordinary Share (the "Placing Shares") (the "Placing Price") with new and existing shareholders through Brandon Hill Capital Limited ("Brandon Hill") (the "Placing").

Edenville's three largest shareholder groups (representing approximately 50% of the shares currently in issue) have subscribed for an aggregate of £250,000 in the Placing. In addition, specialist mining investor RAB Capital, has subscribed for £300,000 in the Placing and will own 10.2% of the enlarged issued share capital of the Company following the admission of the Placing Shares to trading on AIM ("Admission").

Significant Shareholder Participation

Brandon Hill, including Neal Griffith and Oliver Stansfield (collectively the "Brandon Hill Group"), who currently hold 1,717,248 Ordinary Shares representing 21.08% of the Company's issued share capital, have agreed to subscribe for, in aggregate, 280,000 Placing Shares representing a cash subscription of £70,000. Following Admission, the Brandon Hill Group's revised holding of 1,997,248 Ordinary Shares will represent 17% of the Company's enlarged share capital.

The Brandon Hill Group have been granted warrants over 180,000 Ordinary Shares as a result of the Placing (the "Broker Warrants"). The Broker Warrants have a 3 year life and an exercise price of 25p per Ordinary Share.

Pitchcroft Capital Limited and its executives, namely Alexander Fullard, William Orgee and David Thomas (collectively the "Pitchcroft Group"), who currently hold 1,218,327 Ordinary Shares representing 14.9% of the Company's issued share capital, have agreed to subscribe for, in aggregate, 360,000 Placing Shares representing a cash subscription of £90,000. Following Admission, the Pitchcroft Group's revised holding of 1,578,327 Ordinary Shares will represent 13.4% of the Company's enlarged share capital.

John Story, who currently holds 1,019,161 Ordinary Shares representing 12.5% of the Company's issued share capital, has agreed to subscribe for 360,000 Placing Shares representing a cash subscription of £90,000. Following Admission, John Story's revised holding of 1,379,161 Ordinary Shares will represent 11.7% of the Company's enlarged share capital.

Related Party Transaction

The Brandon Hill Group, the Pitchcroft Group and John Story are Substantial Shareholders of the Company and are therefore related parties as defined by the AIM Rules for Companies (the "Related Parties").

Accordingly, the participation of the Related Parties in the Placing and the issue of Broker Warrants to the Brandon Hill Group constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies.

The Directors, having consulted with the Company's nominated adviser, consider that the terms of the Related Parties' participation in the Placing and the issue of the Broker Warrants to the Brandon Hill Group are fair and reasonable insofar as Edenville's shareholders are concerned.

Admission to AIM 

Application will be made for admission of the 3,600,000 Placing Shares to trading on AIM, which is expected to occur at 8am on or around 21 January 2021. The Placing Shares will rank pari passu with the existing Ordinary Shares.

Operational Update

The Company now expects to hand over operations at Rukwa to its strategic partner  Infrastructure and Logistics Tanzania Ltd ("ILTL")   in February 2021, pursuant to the terms of the previously announced Coal Mining Agreement ("CMA") between the two parties.

T he Company acknowledges this has taken longer than previously envisaged, with timing impacted by both the global COVID-19 pandemic and the Tanzanian general elections, which took place on 28 October 2020. The election, for both President and members of the National Assembly, created an administrative vacuum, with a number of relevant Ministerial positions only being appointed in December 2020. As previously outlined, this resulted in a number of logistical problems for ILTL, including the securing of work permits.

Both ILTL and the Company have continued to work closely during this period, not only on handover preparations but also on securing additional contracts for the sale of washed coal from Rukwa. The Company believes both the handover and additional contracts will come to fruition in February 2021 and in the meantime Edenville International (Tanzania) Limited, the Company's in-country operating company, is continuing to meet current customer orders and demands.

Additional Assets & Board Restructuring

Given the expected handover of operations at Rukwa in the current quarter to ILTL, combined with the anticipated cashflow to be received from Rukwa, the Board of Edenville will also utilise its existing networks to identify new potential projects that could be accretive to the Company.

The mining and capital markets expertise of its significant shareholders, which also now includes RAB Capital, should support the Board with the identification and any subsequent execution of this strategy.

To further streamline costs during this period, Jeff Malaihollo will assume the title of CEO of the Company, in addition to his current Chairman role, with no additional remuneration. Alistair Muir will continue as a Director of the Company responsible for Tanzanian operation.

CEO's Comments

Jeff Malaihollo, now acting CEO of Edenville, said "I am pleased to confirm we have reached an agreement with Lind regarding the outstanding debt repayment schedule. This had clearly been cause for investor concern, particularly during Q4 2020. We are also pleased to see the confidence the market has shown in the potential of Edenville and Rukwa through an oversubscribed placing and I am delighted to welcome specialist mining investor RAB Capital as a significant shareholder to the Company.

Whilst 2020 was a challenging year for Edenville as a result of the COVID-19 pandemic, we can now look forward to 2021 with renewed optimism. Rukwa is a producing mine with a sizeable JORC compliant resource of 143Mt and recent upgrades to the processing plant have now boosted capacity to 12,500t per month of washed coal.

The three agreements (Coal Mining Agreement, Loan Agreement and Sales & Marketing Agreement) signed with our strategic partner during the course of 2020 remain in place and we expect to finally see the benefits of their implementation this year, starting with the handover of Rukwa under the Coal Mining Agreement next month."

Total Voting Rights

Following Admission, the Company will have 11,745,575 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The above figure of 11,745,575  Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

For further information please contact:

Edenville Energy Plc Jeff Malaihollo - CEO & Chairman	[phone]
SP Angel Corporate Finance LLP (Nominated Adviser) David Hignell Charlie Bouverat	[phone]
Brandon Hill Capital Ltd (Broker) Oliver Stansfield, Jonathan Evans	[phone]
IFC Advisory Limited (Financial PR and IR) Tim Metcalfe Florence Chandler	[phone]

 

END

 

 

MSCEAEFLFFNFEAA