REG - Curzon Energy plc - Potential RTO Transaction and Execution of LOI

Curzon EnergyAnnouncement

19/04/2023 07:00

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RNS Number : 6656W  Curzon Energy PLC  19 April 2023

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
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Curzon Energy Plc
("Curzon" or the "Company")

 

19 April 2023

 

Potential RTO Transaction with TM2 and Execution of LOI

 

Curzon Energy Plc (LON:CZN), the London Stock Exchange Standard listed
company, announces it has entered into discussions with Technology Metals
Market Limited ("TM2") that may lead to a potential transaction that, if
completed, would constitute a reverse takeover of Curzon under the Listing
Rules.

Execution of Letter of Intent

The Company and TM2 have executed a Letter of Intent ("LOI") whereby the
Company has entered an initial 18-day period of exclusivity with TM2 during
which each party will begin to conduct due diligence on the other.  The
parties have agreed that during this period they will work towards the
execution and delivery of a definitive purchase agreement, contemplating a
reverse takeover of Curzon by an African-based lithium development company or
another designated mining company to be determined by TM2 and agreed with
Curzon (the "RTO"), which will be conditional upon receipt of the required
regulatory approvals from the FCA and its primary market functions, among
other matters.

For the Company providing TM2 with an initial period of exclusivity, TM2 will
provide a working capital facility of up to £750,000 to Curzon in the form of
a one-year loan note (the "Note"), carrying an annual interest rate of 10% per
annum, and convertible at the price of any subsequent share issue alongside
the contemplated RTO transaction.  Under the terms of the Note, a total
authorised amount of up to £750,000 is to be made available to the Company
through mutually agreed drawdowns beginning on 19 April 2023.  Any additional
drawdowns, including in relation to any potential exclusivity extensions, will
be deducted from this total authorised amount as they are made.

A potential transaction, if completed, would constitute a reverse takeover
under the Listing Rules.  As the Company is currently unable to provide full
disclosure on the potential transaction, the temporary suspension of listing
in its ordinary shares will continue, pending further progress on agreeing
terms on a potential RTO transaction.

The Company will continue to update the market on progress as appropriate.

About Technology Metals Market Limited

TM2 is an investment holding company incorporated in England and Wales with
offices in London and Dubai, focused on the critical metals transition. TM2 is
developing a global network of supply, extending from the mines (upstream)
through the smelters, processors and convertors (midstream) and into the
distribution networks of global brands. Its portfolio of more than a dozen
verticals covers key battery metals such as lithium, graphite, manganese, zinc
or nickel.

 

 For further information please contact:
 Curzon Energy Plc                                   +44 (0) 20 7747 9980
 Scott Kaintz
 www.curzonenergy.com (http://www.curzonenergy.com)

 

 

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