REG - GRIT Investment Tst. - Funding, agreement in principle to acquire Nabirm

Grit Investment TrustAnnouncement

14/08/2025 07:00

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RNS Number : 2782V  GRIT Investment Trust PLC  14 August 2025

14 August 2025

 

GRIT Investment Trust plc

("GRIT" or "the Company")

 

Fundraising & Agreement in principle to acquire Nabirm Global LLC.

 

The Directors of GRIT are pleased to announce that £250,000 of new financing
(before expenses) has been secured by way of a fundraising (the
"Fundraising") undertaken by Peterhouse Capital Limited ("Peterhouse"), via a
placing of Zero Coupon unsecured Convertible Loan Notes ("Loan Notes") to new
and existing investors (the "Investors"). The Loan Notes convert into
ordinary shares ("CLN Shares") at a 25% discount to the bid price of the
Company's shares on close of business on the first day of trading in the
Company's shares upon either a return from suspension or the completion of a
Reverse Take-Over (the "Conversion price").

 

Agreement in principle to acquire Nabirm Global LLC

 

The Board of GRIT is pleased to announce that it has signed non-binding heads
of terms to acquire Nabirm Global LLC ("Nabirm") through a reverse takeover
("RTO"). Nabirm is an Oil and Gas exploration company based in Namibia's
highly prospective Walvis Basin. Nabirm's portfolio includes onshore and
offshore licenses notably Block 2113A which is adjacent to leases operated by
a number of major O&G Companies. Nabirm is conducting an extensive work
programme including:

 

-3D CSEM survey (controlled source electromagnetic survey)

-Satellite seep studies & legacy seismic reprocessing

-Competent Person's Report (CPR)

 

Nabirm's executive team has decades of experience in oil and gas exploration
in Namibia's world class hydrocarbon region where a number of discoveries
have been made recently by several O&G producers.

 

Nabirm represents a transformational opportunity for GRIT to establish a
foothold in this high-growth sector. The proposed transaction is subject to,
inter alia, the completion of satisfactory due diligence, the execution of
final legally binding documents, publication of a Prospectus or AIM Admission
Document, approval of the RTO by shareholders of GRIT at a general meeting of
the Company and of a waiver of the obligations that would otherwise
arise under Rule 9 pursuant to Appendix 1 of the Takeover Code, and
re-admission of the Company's ordinary shares to trading on either AIM or the
AQUIS exchange.

 

Although there is no guarantee that the proposed RTO will proceed nor as to
its final terms or timing, once the heads of terms become binding Nabirm will
be required to pay additional compensation to GRIT should it withdraw from
negotiations. It is anticipated that the heads of terms will become binding
in due course, depending on certain conditions being met, and a further
announcement will be made as appropriate.

 

Trading in the Company's shares remains suspended as announced on the 20
March 2024 due to the non-publication of its financial results and also
clarification of its listing status. However, the announcement of the RTO is
another reason for continuing suspension. In the event that the RTO proceeds,
the Company would either (i) under the UK Listing Rules seek a cancellation
of the existing listing and the admission to listing of the Company on
effective completion of that reverse transaction and would publish
a prospectus in support of its application; or (ii) would seek a cancellation
of the listing under the UK Listing Rules and admission to AIM.

 

Notice of Results - Update

Further to the announcement of 30 July 2024, GRIT Investment Trust Plc is in
the process of completing its audited year end accounts for the periods ended
31 March 2024 and 31 March 2025. The Board appreciates the patience of its
shareholders and will provide further updates on the timing of the release of
the audited accounts in due course.

The Directors would like to thank all stakeholders for their continued support
as the Board continues to strive to achieve a successful outcome for all
shareholders and stakeholders and will update the market as soon as
practicable.

 

 

 

 

 

Enquiries:

GRIT Investment Trust plc

Tel: +44 (0) 20 3198 2554

Peterhouse Capital Limited (Broker)

Tel: +44 (0) 207 469 0930

Beaumont Cornish Limited (Financial Adviser)

Tel: +44 (0) 207 628 3396

 

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is Financial Adviser to the
Company in relation to the matters referred herein. Beaumont Cornish Limited
is acting exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish Limited, or
for providing advice in relation to the contents of this announcement or any
matter referred to in it.

 

 

 

 

 

 

 

 

 

 

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