REG - Corcel PLC - Convertible Loan Note Facility Agreement

CorcelAnnouncement

18/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230918:nRSR6854Ma&default-theme=true

RNS Number : 6854M  Corcel PLC  18 September 2023

 

Corcel PLC

("Corcel" or the "Company")

 

Convertible Loan Note Facility Agreement

18 September 23

Corcel Plc (London AIM: CRCL), the pan Angolan / Brazilian Oil and Gas
company, with interests across oil and gas and battery metals, announces the
completion of an unsecured convertible loan note facility with Extraction Srl
(the "Lender"), a natural resource investment group, of which the Company's
chairman is a major shareholder, that would potentially extend a total of
£10m to the Company, to be drawn down over a three year period (the
"Transaction").

Highlights:

o  Agreement with the Lender to fund £1m in October 2023 and £1m in January
2024, with a further £8m to potentially be made available over a three-year
term

o  Loan proceeds are convertible into new ordinary shares at a fixed price of
£0.008, a 79.8% premium from the most recent closing price on 15 September
2023, and bear 12% interest per annum

o  Facility provides both short and longer-term funding for ongoing
operations in Angola and business development in Brazil and elsewhere

 

Antoine Karam, Executive Chairman, commented: "This funding, offered by
Extraction Srl and approved by the Corcel Board, will enable the Company to
more rapidly drive value creation for shareholders and, equally importantly,
is demonstrative of the changes occurring in the business both operationally
in Angola and financially in the nature of the funding being utilised.  With
this instrument in place, the Company now has a cost-effective long-term
facility it can access without having to consider more dilutive and expensive
sources of capital on offer.  With this facility now available to help
accelerate our activities, we now await initial results from the drilling of
our first oil well in the Kwanza Basin, Angola."

Transaction Summary

The Transaction consists of an initial issuance of 1,000 convertible loan
notes of £1,000 each on or before 1 October 2023.  The notes are to be
issued at par and are convertible into new ordinary shares of £0.0001 of
Corcel Plc, at a fixed price of £0.008 per share.  Conversion may take place
beginning 30 days after the initial issuance at the investor's discretion.
The notes will attract an interest rate of 12% per annum, accruing daily.
Any drawn down interest and principal outstanding after 36 months is to be
repaid to the Lender in either cash or shares at the discretion of the
Lender.

A second tranche of notes of £1,000,000 is to be issued on the same terms and
funds made available to the Company on or before 1 January 2023.  Additional
drawdowns of up to £8,000,000 against the facility on the same terms are to
be mutually agreed between the Lender and the Company over the duration of the
facility.

Related Party Disclosure

Extraction Srl is 45% owned by the Executive Chairman of Corcel Plc, Antoine
Karam.  Accordingly the transaction between the Company and the Lender is a
related party transaction, pursuant to Rule 13 of the AIM Rules.  As such,
Antoine Karam has not been involved in the approval of the Transaction by the
Company's Board.

The directors of the Company independent of the Transaction, Yan Zhou and Ewen
Ainsworth, having consulted with the Company's nominated advisor, WH Ireland
Ltd, consider the terms of the Transaction to be fair and reasonable insofar
as the Company's shareholders are concerned.

The person responsible for arranging the release of this announcement on
behalf of Corcel is Ewen Ainsworth.

For further information, please contact:

Antoine
Karam
Corcel Plc Executive Chairman

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

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

0207 220 1666
 
 

Patrick d'Ancona
 
Vigo Communications IR

0207 3900 230
 

 

 

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.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IODLRMLTMTABBMJ