REG - Corcel PLC - Board Changes, Director Cash for Equity Swap

CorcelAnnouncement

14/06/2023 07:00

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RNS Number : 6145C  Corcel PLC  14 June 2023

Corcel PLC

("Corcel" or the "Company")

 

Board Changes, Director Cash for Equity Swap, Director Dealings, TVR

14 June 2023

 

The Company is delighted to announce a series of changes to its Board
following its recent pivot to oil and gas and the acquisition of an Angolan
onshore oil portfolio.

 

Further to the announcement of Mr Antoine Karam joining the Board as a
Non-Executive Director, the Company is pleased to announce that regulatory
checks are now complete, and Mr Karam joins the Company with immediate effect
as the Non-Executive Chairman.   Mr Karam is a 45% shareholder of Extraction
SrL which in turn is a 13.1% shareholder of the Company which will increase to
a 20.5% shareholding once the placing announced on 28 March 2023 has fully
completed.

 

Further to the announcement of Mr Yan Zhao joining the Board as a
Non-Executive Director, the Company is also delighted to announce that
regulatory checks are now complete, and Mr Zhao therefore joins the Company
with immediate effect as Non-Executive Director.

 

Mr. Parsons, the Company's existing Chairman, will assume the role of Chief
Executive Officer and Executive Director with immediate effect.  Mr Kaintz,
the Company's current Chief Executive Officer, will assume the role of Chief
Financial Officer and will step down from the Board with immediate effect.

 

As previously announced, Scott Gilbert, (a vendor of APEX and experienced oil
and gas investor and executive) will be joining the Board as a Non-Executive
Director, subject to regulatory checks.  In addition, Ms Geraldine Geraldo,
the Company's recently appointed Chief Commercial Officer and MD Angola, will
be joining the Board as an Executive Director subject to regulatory checks. Ms
Geraldo is a Luanda based oil and gas professional and entrepreneur with a
long experience working for Chevron in Angola.

 

Lord Henry Bellingham has agreed to step down from the Board with immediate
effect.  Mr Ewen Ainsworth has also agreed to step down from the Board once a
new independent Director is appointed to the Board.

 

The Board of the Company will therefore, upon completion of all regulatory
checks, consist of Mr Karam (Non-Executive Chairman), Mr Parsons (Chief
Executive Officer), Ms Geraldo (Chief Commercial Offer and MD Angola) with Mr
Zhao, Mr Gilbert and one new independent Director as Non-Executive Directors.

 

Corcel Non-Executive Chairman, Antoine Karam, commented: " I am delighted to
be part of a determined and committed team, formed by the major shareholders,
with the sole objective to increase the value of the assets of Corcel.  As a
newly formed Board, we are driven to support the management team to progress
our pan-Angola/Brazil growth strategy."

Director Dealings and Share Issuance

Mr. Parsons has elected to receive a portion of his salary in his new role for
the next six months in the form of new ordinary shares in the Company.
Accordingly, 12,447,965 new ordinary shares of the Company (reflecting the net
of tax balance) have today been issued to Mr Parsons at £0.004 per share (a
29% premium to the closing price on 13 June 23).

The Company has also agreed to settle other historic employee obligations
through the issuance of 2,425,863 new ordinary shares at a price of £0.004
per share.

The resultant Director shareholders are therefore as follows:

 

 Directors       Ordinary Shares           Total Shares  % of Issued Share Capital  Warrants   Options
                 Direct      Indirect
 Antoine Karam   -           77,142,857*   77,142,857    5.83%                      -          -
 James Parsons   33,431,962  2,143,100     35,575,062    2.69%                      2,381,250  9,587,764
 Ewen Ainsworth  2,253,429                 2,253,429     0.17%                      1,281,250  2,805,942
 Yan Zhao        -           38,833,333**  38,833,333    2.93%                      -          -

 

*a total of 171,428,570 shares held by Extraction SrL - of which Mr Karam
holds a 45% shareholding in Extraction

** shares held through OZJ Global Pty Ltd 38,833,333 shares

The following information is disclosed pursuant to paragraph (g) Schedule two
of the AIM Rules for Companies.

Antoine Karam (aged 64) directorships and partnerships in the last five years
are as follows:

 

Current Directorships

 

EXTRACTION S.R.L.

SERENDIPITY ENERGIA S.R.L.

APPROOVIA

GAB LOTTO LIMITED

AFRIMART

OPENWAY GROUP

 

Past Directorships

 

GOGREEN STORE S.R.L.

CYBER1

AMWALINVEST S.A.L.

 

Yan Zhao (aged 45) directorships and partnerships in the last five years are
as follows:

 

Current Directorships

 

SHANDONG NEW POWDER CO LTD

SHANDONG NEW POWDER COSMO AMT

HONG KONG NEW POWDER INTERNATIONAL TRADING LTD

SINGAPORE NEW POWDER COSMO LTD

INTEGRATED BATTERY METALS PTE. LTD.

ZIBO YOUZHI ENTERPRISE MANAGEMENT SERVICE CO., LTD.

SENTIENT BUSINESS MANAGEMENT (SHENZHEN) CO., LTD.

SALTA DEVELOPMENT LIMITED

 

Past Directorships

 

SENTIENT EQUITY PARTNERS

 

There is no further information to be disclosed pursuant to paragraph (g) of
Schedule 2 of the AIM Rules.

 

Total Voting Rights:

Application will be made for 14,873,828 new ordinary shares to be admitted to
trading on AIM and it is expected that their admissions to AIM will take place
on or around 20 June 2023.

Following Admission the Company's total issued share capital will consist
of 1,324,186,234 Ordinary Shares, with one voting right per share. The
Company does not hold any shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be 1,324,186,234 from
Admission. This figure 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 in their interest in, the
share capital of the Company pursuant to the FCA's Disclosure Guidance and
Transparency Rules.

For further information, please contact:

James
Parsons
Corcel Plc CEO

Development@Corcelplc.com (mailto:Development@Corcelplc.com)
 
 

James Joyce / James Bavister /Andrew de Andrade
WH Ireland Ltd NOMAD & Broker

0207 220 1666
 
 

 

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                              James Parsons

 2                                   Reason for the notification
 a)                                  Position/status                                   PDMR (Chief Executive Officer)

 b)                                  Initial notification/Amendment                    Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                            Corcel plc
 b)  LEI                                                             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     Ordinary shares of £0.0001 each
     Identification code                                             GB00BKM69866
 b)  Nature of the transaction                                       Issue of ordinary shares
 c)  Price(s) and volumes(s)                                         Price(s)                            Volume(s)
                                     £0.004                                            12,447,965

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.004
 e)  Date of the transaction                                         13 June 2023
 f)  Place of the transaction                                        AIMX

 

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