REG - Corcel PLC - Fundraising, Directors Dealings and TVR

CorcelAnnouncement

15/04/2024 07:45

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RNS Number : 5322K  Corcel PLC  15 April 2024

Corcel PLC

("Corcel" or the "Company")

Fundraising, Directors Dealings and TVR

15 April 2024

Corcel plc, (London AIM: CRCL), the Angolan focused exploration and production
company announces the completion of an equity placing including a significant
further investment from the Company's current majority shareholder, Extraction
Srl ("EXT").

Highlights:

o  Completion of a fundraising of £1,299,750 at a price of £0.005 per
share, reflecting approximately a 37% premium to the most recent closing
price, with one for one warrants at £0.01 per share

o  Placing includes follow-on investment of £500,000 by current Cornerstone
Investor Extraction Srl as well a Corcel Director and several additional
institutional investors

 

Corcel Executive Chairman, Antoine Karam, commented: "Ongoing operations in
Angola necessitate additional funding into the business somewhat earlier than
originally expected, due in part to delays and costs arising from severe
weather conditions.  While equity markets clearly remain skittish, Extraction
Srl and Corcel Director, Geraldine Geraldo, have chosen to cornerstone this
placing at a premium, ensuring the Company receives the best possible terms
available, and illustrating our ongoing optimism regarding the reactivation of
the historic Tobias field in Angola."

 

Equity Raise:

The Company has executed a placing agreement to raise total proceeds
of £1,299,750 from the issue of 259,950,000 new ordinary shares
of £0.0001 (Ordinary Shares) at £0.005 (the "Placing Price") per share
("Shares"), cornerstoned by £500,000 invested by the Company's current major
shareholder, Extraction Srl and supported by Geraldine Geraldo, a director of
the Company, to the amount of £199,875.

Investors will receive a total of 259,950,000 warrants enabling the owner to
purchase new ordinary shares at a price of £0.01 per share for a period of
twenty-four months (the "Warrants").  (Shares and Warrants together the
"Fundraising")

The Company intends to use the funds from the Fundraising primarily to finance
its ongoing operations in Angola.

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

o  Tranche I - £799,750 representing 159,950,000 new ordinary shares to be
settled immediately

o  Tranche II - £500,000 representing 100,000,000 new ordinary shares to be
settled following a forthcoming General Meeting

Following Tranche I of the Fundraising, and prior to the forthcoming General
Meeting and subsequent Share and Warrant issuance, the resultant Directors'
shareholdings are as follows:

 Directors          Ordinary Shares         Total Shares  % of Issued Share Capital  Options     Warrants

                    Direct      Indirect

 Geraldine Geraldo  39,975,000  39,200,000  79,175,000    3.89%                      31,490,580  0

 

 

General Meeting:

The Fundraising will result in the issuance of 259,950,000 new ordinary shares
and 259,950,000 warrants.  Currently, the Company has 159,950,000 of
remaining shareholder authority to issue new ordinary shares for cash on a
non-pre-emptive basis.  Accordingly, 159,950,000 Shares will be issued under
the Company's existing share authorities, whilst 100,000,000 Shares and
259,950,000 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 issuance of the balance of the Shares and the Warrants
and a renewal of routine equity authorities to support the ongoing operations
of the business.  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.

Debt Cancellation:

Further to the announcement of 23 February 2024 and in light of the expanded
Board's preference to avoid where possible the Company using debt to finance
its current activities, the Company and EXT have ceased discussions regarding
further drawdowns of convertible loan notes.  Following notification by
Extraction Srl, both parties have acknowledged the full repayment and
termination of the outstanding loan facility, originally announced on 18
September 2023, effective immediately.

Related Party Transaction

Extraction Srl is a significant shareholder in the Company with a 25% interest
after the Fundraising has completed and Extraction Srl is 45% owned by the
Executive Chairman of Corcel Plc, Antoine Karam. Accordingly, Extraction's and
Geraldine Geraldo's participation in the placing are a related party
transaction, pursuant to Rule 13 of the AIM Rules. The debt cancellation
discussed above is also a related party transaction. As such, Antoine Karam
and Geraldine Geraldo have not been involved in the approval of the
Transaction by the Company's Board.

The Directors of the Company independent of the transaction, 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.

Total Voting Rights:

Application will be made for the first tranche of the Shares, consisting of
159,950,000 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 17 April
2024.

Following Admission of the first tranche of Shares, the Company's total issued
share capital will consist of 2,034,744,153 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 2,034,744,153 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
Tranche II of the Fundraising.

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.

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                              Geraldine Geraldo

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

 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                                       Purchase of ordinary shares
 c)  Price(s) and volumes(s)                                         Price(s)                            Volume(s)
                                     £0.005                                            39,975,000

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.005
 e)  Date of the transaction                                         9 April 2024
 f)  Place of the transaction                                        AIMX

 

 

 

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