REG - Corcel PLC - Result of AGM & Directors Cash for Equity Swap

CorcelAnnouncement

20/12/2024 14:45

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RNS Number : 9924Q  Corcel PLC  20 December 2024

 

Corcel plc

("Corcel" or the "Company")

 

Results of Annual General Meeting - Directors Cash for Equity Swap - Bonus
Share Award - Directors Dealings - TVR

 

20 December 2024

 

Corcel Plc, the pan Angola-Brazil focused energy company, announces that the
resolutions put to shareholders at its Annual General Meeting ("AGM") held
earlier today, were duly passed.  It further announces that Directors will
take shares in lieu of historic fees, a bonus share award and Director
Dealings.

 

Pradeep Kabra, Corcel's Independent Non-Executive Chairman, commented: "As
part of our ongoing efforts to align with shareholders and reduce cash
obligations, we have agreed to settle certain historic Director fees with new
ordinary shares. This initiative, along with the issuance of Bonus Shares,
recognizes the significant operational progress made in 2024 and supports our
continued growth trajectory."

 

Annual General Meeting Results:

The resolutions put to the AGM were voted on by way of a poll and the results
are as follows:

 Resolutions  For            %      Against     %     Withheld
 1            1,095,560,249  99.03  10,750,473  0.97  2,513,540
 2            1,095,640,209  99.04  10,670,488  0.96  2,513,565
 3            1,095,640,224  99.04  10,670,498  0.96  2,513,540
 4            1,095,640,249  99.04  10,670,473  0.96  2,513,540
 5            1,095,560,224  99.03  10,750,473  0.97  2,513,565
 6            1,104,689,337  99.67  3,621,385   0.33  513,540
 7            1,102,689,290  99.45  6,071,432   0.55  63,540
 8            1,103,075,159  99.49  5,685,563   0.51  63,540

 

 

A "Vote withheld" is not a vote in law and is not counted in the calculation
of the percentage of shares voted "For" or "Against" any resolution.

 

 

Conversion Details, Bonus Shares and Directors Dealings

With a view to both reducing the Company's cash obligations and ensuring
alignment with the Company's shareholders, three Directors of the Company
including the Company's Non-Executive Chairman, have proposed and the Company
has agreed, that certain historic obligations relating to Director fees will
be paid in the form of new ordinary shares in the Company.

Accordingly, 33,058,466 new ordinary shares of the Company have today been
issued to these Directors at a price of £0.0015 (the "Conversion Shares").
This reflects the net balance of the obligations which are being settled by
this agreement.

Simultaneously, the Company announces that it has awarded 78,726,000 Bonus
Shares ("Bonus Shares") previously authorised at the 2023 General Meeting of
the Company, to Directors and employees of the Company.  This initiative
helps the Company preserve cash while recognising the operational progress
made in 2024 with the completion of the increased equity on KON-16, the eFTG
across the Angola exploration blocks, the entry into Brazil and other
corporate milestones. Accordingly, Scott Gilbert and Geraldine Geraldo, the
Executive Directors of the Company, will each be issued 25,500,000 new
ordinary shares respectively under this award.  An additional 27,726,000 new
ordinary shares will be issued to other employees and contributors to the
Company's growth trajectory.

Following the Agreement, the resultant Directors' shareholdings are as follows

 

 Directors          Total Shares  % of Issued Share Capital  Options     Warrants

 Scott Gilbert      50,500,000    1.31%                      31,490,580  0
 Geraldine Geraldo  104,675,000   2.72%                      31,490,580  39,975,000
 Yan Zhao           44,220,353    1.15%                      0           0
 Pradeep Kabra      14,110,586    0.37%                      31,490,580  0
 Andrew Fairclough  13,560,860    0.35%                      0           0

 

Admission to Trading on AIM and Total Voting Rights

Application is being made to AIM for 111,784,466 new ordinary shares to be
admitted to trading on AIM, the admission of which it is expected on or around
30 December 2024.

In accordance with the provision of the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority, the Company confirms that, following
the issue of the Placing Shares its issued ordinary share capital will
comprise 3,844,334,981 ordinary shares.

All of the ordinary shares have equal voting rights and none of the ordinary
shares are held in Treasury. The total number of voting rights in the Company
will therefore be 3,844,334,981. The above figure may be used by shareholders
as the denominator for the calculations to determine if they are required to
notify their interests in, or change to their interest in, the Company.

 

For further information please contact:

 

Scott Gilbert - Corcel Plc, CEO & Director

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

 

James Joyce / James Bavister / Andrew de Andrade - Zeus, NOMAD & Broker

020 3829 5000
 
 

 

Jonathan Wright / Rupert Holdsworth Hunt - Auctus Advisors, Joint Broker

07711 627449

 

Patrick d'Ancona - Vigo Communications, IR

0207 3900 230

 

About Corcel:

Corcel has a notable oil and gas portfolio in onshore Angola that includes
brownfield redevelopment opportunities and significant exploration upside.
Corcel marked a new country entry into Brazil by acquiring rights to producing
gas and exploration assets, further diversifying its portfolio and enhancing
its growth potential.

 Corcel's Angola portfolio consists of interests in three licences:

·    KON - 16 Operated - 55% working interest - 49.5% net to CRCL

·    KON - 11 Non-Operated - 20% working interest - 18% net to CRCL

·    KON - 12 Non-Operated - 25% working interest - 22.5% net to CRCL

 Corcel's Brazil portfolio consists of the option to acquire:

·    a 20% interest in the IRAI gas field

·    a right-of-first refusal ("ROFR") over the remaining 80% in the IRAI
field, and

·    another ROFR for 100% of the adjacent TUC-T-172 exploration block,
located in the state of Bahia, onshore Brazil.

Corcel's Battery Metals portfolio consists of an 80% working interest in the
Mt Weld Rare Earth Elements project in Western Australia.

 

 

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                                  Scott Gilbert

 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)
                                     £0.0001                                               25,500,000

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.0001
 e)  Date of the transaction                                         20 December 2024
 f)  Place of the transaction                                        AIMX

 

 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)
                                     £0.0001                                               25,500,000

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.0001
 e)  Date of the transaction                                         20 December 2024
 f)  Place of the transaction                                        AIMX

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                                  Pradeep Kabra

 2                                   Reason for the notification
 a)                                  Position/status                                       PDMR (Non-Executive Chairman)

 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)
                                     £0.0015                                               14,110,586

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.0015
 e)  Date of the transaction                                         20 December 2024
 f)  Place of the transaction                                        AIMX

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                                  Andrew Fairclough

 2                                   Reason for the notification
 a)                                  Position/status                                       PDMR (Non-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)
                                     £0.0015                                               13,560,860

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.0015
 e)  Date of the transaction                                         20 December 2024
 f)  Place of the transaction                                        AIMX

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                                  Yan Zhao

 2                                   Reason for the notification
 a)                                  Position/status                                       PDMR (Non-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)
                                     £0.0015                                               5,387,020

 d)  Aggregated information                                          N/A
     Aggregated volume                                               N/A
     Price                                                           £0.0015
 e)  Date of the transaction                                         20 December 2024
 f)  Place of the transaction                                        AIMX

 

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