REG - Corcel PLC - Cornerstone Investor Equity Placing

CorcelAnnouncement

28/03/2023 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:20230328:nRSb3835Ua&default-theme=true

RNS Number : 3835U  Corcel PLC  28 March 2023

Corcel PLC

("Corcel" or the "Company")

 

Cornerstone Investor Equity Placing

28 March 2023

Corcel Plc (London AIM: CRCL), the extractive industries exploration and
development company, with interests in battery metals including nickel,
cobalt, and rare earth elements, announces that, following its recent
strategic pivot, it has completed an equity placing with an oil and gas
focused cornerstone Investor Group ("Investor Group").

Highlights:

o  Introduction of new cornerstone Investor Group with Corcel board
representation as part of fundraising of £1,055,515 at a price of £0.0035 -
representing a 11% premium to the closing price of 27 March 2023 and a 16.6%
premium to the 30-day VWAP - the investment will be made in three tranches as
detailed below

James Parsons, Executive Chairman, commented: "I am delighted to welcome
Antoine to both the Corcel register and, subject to regulatory checks, the
Board as we take the first steps in our chosen oil and gas strategy."

Equity Raise:

The Company has executed a placing agreement to raise total proceeds
of £1,055,515 from the issue of 301,575,574 new ordinary shares
of £0.0001 (Ordinary Shares) at £0.0035 (the "Placing Price") per share
("Placing Shares") in three tranches to a group of high-net-worth investors
who are supportive of the Company's recently announced Oil and Gas strategy.
These investors will also receive a total of 211,102,900 warrants enabling the
owner to purchase new ordinary shares at a price of £0.008 per share for a
period of twenty-four months (the "Placing Warrants"). (Placing Shares and
Placing Warrants together the "Fundraising")

Upon completion of the Fundraising, the incoming investor group have nominated
Mr. Antoine Karam as a Non-Executive to the Board of the Company, subject to
standard director background checks.  Mr. Karam is an experienced investor
who has previously been a board member of multiple listed IT and cyber
security businesses.  Mr. Karam is connected to multiple institutional pools
of capital and select business opportunities in the sector.

The Company intends to use the funds from this placing for working capital
purposes and to fund the costs associated with potential acquisitions
including origination, due diligence and advisors fees.

The Company has agreed on the following staged settlement timeline with the
Investor Group:

o  £300,000 representing 85,714,285 new ordinary shares to be settled on 7
April 23

o  £300,000 representing 85,714,285 new ordinary shares to be settled by 31
May 23

o  £455,515 representing 130,147,004 new ordinary shares to be settled by 30
June 23

Upon the completion of the third tranche of the Placing Shares the investor
group would have in aggregate approximately 27.2% of the issued share capital
assuming no other shares are issued.

For completion of the initial tranche, Mr. Karam intends to create a dedicated
investment company, which following this tranche would hold in aggregate
approximately 9.6%.

 

General Meeting:

The Fundraising will result in the issuance of 301,575,574 new ordinary shares
and 211,102,900 warrants.  Currently, the Company has 301,575,574 of
remaining shareholder authority to issue new ordinary shares for cash on a
non-pre-emptive basis.  Accordingly, the Placing Shares will be issued under
the Company's existing share authorities, whilst the Placing Warrants are to
be conditional upon, inter alia, the passing of resolutions to be put to
shareholders of the Company at a general meeting of the Company.

The Company will publish a circular to convene the General Meeting to propose
Resolutions to enable completion of the Placing Warrants and a renewal of
routine equity authorities to support the new strategy.  A further
announcement covering the details of the general meeting will be made and a
circular containing the notice of meeting will be published and sent to
shareholders in the coming days and will be available on the Company's
website, www.corcelplc.com.  Shareholders are urged to vote by proxy in
accordance with the instructions set out in the notice of general meeting.

Total Voting Rights:

Application will be made for the first tranche of the Placing Shares of
85,714,285 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 12 April
2023.

Following Admission of the first tranche of the Placing Shares, the Company's
total issued share capital will consist of 891,361,292 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 891,361,292 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.

Further updates will be provided on the Total Voting Rights on completion of
tranches 2 and 3 of the Placing

For further information, please contact:

Scott Kaintz
 
Corcel Plc CEO

020 7747 9960
 
 

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  IOEBDLLLXXLXBBD