REG - Inspirit Energy Hlds - Short term debt facility, Issue of Equity and TVR

Inspirit Energy HoldingsAnnouncement

08/12/2022 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:20221208:nRSH9834Ia&default-theme=true

RNS Number : 9834I  Inspirit Energy Holdings PLC  08 December 2022

8 December 2022

Inspirit Energy Holdings Plc

("Inspirit" or "the Company")

Short term debt facility

Issue of Equity and TVR

 

Inspirit (LON: INSP), the waste heat recovery technology and engineering
solutions company, is pleased to announce that it has entered into a
short-term, un-secured debt facility of up to US$250,000 (approximately
£205,075) (the "Facility"). Under the Facility Inspirit will be initially
drawing down US$80,000 (approximately £65,624) (the "Initial Advance").

The Facility is with Riverfort Global Opportunities PCC Limited ("Riverfort"
or the "Noteholder"), and the proceeds of the advance are for general working
capital.

Details of the Facility

The Facility has a 12-month term and allows Inspirit to draw down funds
("Advances") which will be repayable within 6 months in either cash or shares
at the Noteholders' discretion in respect of the Initial Advance and
thereafter at the agreement of the Company and Riverfort.  If the debt is
repaid in shares, they will be repaid at 130% of the Reference Price being the
average of the five (5) daily VWAPs preceding the Drawdown Date in respect of
the relevant Advance (the "Fixed Premium Placing Price"). In the event that
Inspirit completes any share placing during the Term of the relevant Advance
and the share placing price is below the Fixed Premium Placing Price, the
Fixed Premium Placing Price will be amended to be the relevant share placing
price. Inspirit will issue the Noteholder with warrants in respect of each
Advance so as to represent 50% of the value of the relevant Advance, divided
by the relevant Reference Price; the warrants will have an exercise price of
Fixed Premium Placing Price and a 48 month term.

Inspirit will be initially drawing down US$80,000 as the Initial Advance and
will therefore issue Riverfort with warrants to the value of 50% of the
Initial Advance at the reference price of 0.03376 pence being 97,191,943
warrants. These warrants will have a term of 48 months and will be exercisable
at 130% of the reference price being 0.04388 pence.

The Facility will attract 1.5% interest per month based on the value of the
outstanding indebtedness payable in cash and an implementation fee of 6% of
any Advances if settled in cash or 8% if issued in Shares.  Accordingly,
Inspirit will issue 15,550,710 Ordinary Shares of 0.001p each ("Shares") at a
price of 0.03376 pence each for the implementation fee in respect of the
Initial Advance (the "Initial Shares"). The Facility contains a right of first
refusal clause allowing Riverfort to match the terms of any alternative debt/
structured funding the Company may seek during the term of the Facility.

The Facility contains standard warranties and indemnities from the Company.

Issue of Equity and TVR

Application will be made for the 15,550,710 Ordinary Shares to be admitted to
trading on AIM ("Admission") and it is expected that Admission will occur on
or about 14 December 2022. The Ordinary Shares will rank pari passu in all
respects with the existing Ordinary Shares of the Company.

Following admission of the Initial Shares, the Company's enlarged issued share
capital will comprise 4,287,190,896 Ordinary Shares. The Company does not hold
any shares in treasury. This figure of 4,287,190,896 Ordinary Shares 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 under the
FCA's Disclosure and Transparency Rules.

The Board comments:

"This is a good short-term facility providing near-term funding while the
engineering team work on the final phase of our Waste Heat Recovery
application on which the Board will provide further updates in due course"

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

More information on Inspirit Energy can be seen at: www.inspirit-energy.com
(http://www.inspirit-energy.com/)

For further information please contact:

 Inspirit Energy Holdings plc
 John Gunn, Chairman and CEO        +44 (0) 207 048 9400

 Beaumont Cornish Limited

 www.beaumontcornish.com

 (Nominated Advisor)
 Roland Cornish / James Biddle      +44 (0) 207 628 3396

 Global Investment Strategy UK Ltd

 (Broker)

 Samantha Esqulant                  +44 (0) 207 048 9045

 

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  MSCEAEAXEALAFAA