REG - Mast Energy Dvlpmts. - Completion of Equity Fundraise

Mast Energy DevelopmentsAnnouncement

11/07/2025 14:30

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RNS Number : 7922Q  Mast Energy Developments PLC  11 July 2025

Mast Energy Developments PLC

(Incorporated in England and Wales)

(Registration Number: 12886458)

LEI :213800HFVHGJ9YGO9F71

Share code on the LSE: MAST

ISIN: GB00BMBSCV12

('MED' or 'the Company')

 

Dated: 11 July 2025

 

MAST Energy Developments PLC

 

Update on (i) Completion of Equity Fundraise,

(ii) Appointment of New Board Director,

(iii) Settlement of Liabilities, Issue of Equity, Shares Lock-In, Issue of
Broker Warrants,

(iv) Director & Management Share Option Scheme, and (v) Total Voting
Rights

 

Mast Energy Developments PLC ("MED" or "the Company"), the UK-based
multi-asset owner, developer, and operator in the rapidly growing Flexible
Generation Power market, is pleased to announce that further to its RNS
announcements of 23 May 2025 and most recently 9 July 2025 respectively, all
conditions in respect of the Equity Fundraise have been satisfied and the
Equity Fundraise has successfully completed subject to admission and
settlement.

 

Capitalised terms used in this announcement have the same meaning as those
given to them in the 23 May 2025 announcement unless otherwise defined.

 

Pieter Krügel, MED CEO, commented: "We are electrified by the transaction
completed today, which has the potential to bring in up to £15 million in
gross proceeds. This funding will not only see the Company's balance sheet
essentially debt free, but also provide it with a war chest to secure further
flexgen sites, both within our existing projects and others we may look to
develop or acquire. The UK energy market is buoyant and there are significant
opportunities which MED will look to capitalise on. Our new funding at PLC
level will complement our project level funding partnerships with both
RiverFort and Powertree. We are focussed to grow our portfolio of MWs in
production to 300+ MWs at some pace, and look forward to announcing further
details in this regard over the coming weeks."

 

Completion of Equity Fundraise

The Equity Fundraise (including the CLN) has delivered gross proceeds of £5
million, putting the Company in a strong financial position from which to
advance its current Flexible Generation Power build-out strategy to develop or
acquire a portfolio of up to 300+ MW generating capacity.

 

Pursuant to the Equity Fundraise, the Company has issued the Investors with
certificates for the Prepaid Warrants and the Cash Warrants which are
exercisable at a fixed price of £0.04 per warrant subject to the terms set
out in the 23 May 2025 RNS announcement. Half of the Cash Warrants are
exercisable for a period of six months from the date of grant  and half for a
period of 12 months from the date of grant. Exercise of the Cash Warrants
would bring in up to £10 million in additional gross proceeds to the
Company.

The Company has received notices of the exercise of Prepaid Warrants over a
total of 387,858 ordinary shares in the Company at an exercise price of £0.04
per ordinary share (the "Warrants Shares").

 

Under the terms of the Equity Fundraise, the Company has entered into a
relationship agreement with each of the investors to govern the relationship
between the Company and the investors. Further, the Company has entered into a
24-month consulting agreement for business development and support services
totalling £2m as described in the Prospectus published on 9 July 2025.

 

Appointment of New Board Director

As part of MED's growth strategy, the Company is pleased to announce the
appointment of Ms. Celia Li as an Independent Non-Executive Director to its
Board with immediate effect.

 

As a highly accomplished media executive and board director, Celia Li is
poised to bring a unique blend of board-level leadership, strategic brand
development, and Investor Relations expertise to MED in her Non-Executive
Director role. Her career spans over two decades across the media and tech
sectors, with significant experience in leading successful brand-building
efforts, securing investor traction, and navigating complex stakeholder
landscapes on global stages.

 

Celia Li, aged 48, has held the following directorships and/or partnerships in
the past 5 years:

 

Current Directorships:

Market Perspectives Consulting Ltd

Amala Foods PLC

Mindflair PLC

 

Past Directorships:

Drylab Media Tech Group PLC

Future Arts Digital Solutions Ltd

 

Settlement of Liabilities, and Issue of Equity

Further to the Company's RNS announcement dated 18 May 2023, it has entered
into a full and final settlement deed with the noteholders in relation to the
Reprofiled Balance (as defined therein) due under the Reprofiling Agreement
(as defined therein). Under the terms of the settlement deed, it has been
agreed that the Company will pay £414,750 in cash to the noteholders in full
and final settlement of the Reprofiled Balance. Further, it has been agreed
that any outstanding warrants due under the Reprofiling Agreement has been
waived by the noteholders. Moreover, as part of the full and final settlement,
the noteholders have agreed to release the fixed and floating debenture
security charges held over the MED Group.

 

Further to the Company's RNS announcement dated 7 May 2024, it has entered
into a full and final settlement deed with the lender in relation to the Term
Loan. Under the terms of the settlement deed, it has been agreed that the
Company will pay £357,500 in cash to the lender in full and final settlement
of the Term Loan.

 

 

Further to the Company's RNS announcement dated 15 December 2023, it has
entered into a full and final settlement deed with Mr. Paul Venter, the
Non-Executive Chairman of the Company, in relation to the Director Loan. Under
the terms of the settlement deed, it has been agreed that the outstanding
Director Loan balance will be converted into 1,926,000 ordinary shares (the
"Conversion Shares") at a conversion price of £0.04 per share, in full and
final settlement of the Director Loan. Following issue of the Conversion
Shares, Mr. Paul Venter will hold 1,958,929 Ordinary Shares representing
15.30% of the Company's enlarged issued share capital. Taking into
consideration the exercise of all the Prepaid Warrants, Mr. Paul Venter will
be interested in 1.40% of the Company's then enlarged share capital.

 

Following all of the above settlements of historic liabilities, the Company's
balance sheet is essentially debt free, save for creditors in the ordinary
course. The Fundraising provides sufficient working capital for longer than 12
months and enables the Company to accelerate its portfolio growth plans.

 

Shares Lock-In

Mr. Paul Venter has agreed to a hard lock-in of his existing and new MED
shares for a period of 6 months from today's date.

 

RiverFort retains a significant pre-existing shareholding in the Company, and
has agreed to a hard lock-in of its existing MED shares for a period of 6
months from today's date.

 

Issue of Broker Warrants

As part of the Equity Fundraise which was arranged by Fortified Securities
("Fortified"), the Company's corporate broker, the Company will grant to
Fortified or associates, broker warrants valid for four years from the issue
date which shall give Fortified the right to subscribe for one ordinary share
for each warrant issued. The number of warrants to be issued is calculated as
warrants equivalent to 6% of the gross aggregate value of the Equity Fundraise
consideration at the Prepaid Warrants price.

 

Director & Management Share Option Scheme

As part of MED's growth strategy, and to retain and incentivise key directors
and management, the Company has established a Share Option Scheme which has
been approved by the shareholders at the GM held on 8 July 2025. The details
of the Share Option Scheme has been disclosed in the Prospectus published on 9
July 2025.

 

 

Stay up to date with MED's latest news and updates by joining our emailing
list and social media channels, as follows:

 

MED emailing list - https://www.med.energy/contact
(https://www.med.energy/contact)

MED LinkedIn page -
https://uk.linkedin.com/company/mast-energy-developments-plc
(https://uk.linkedin.com/company/mast-energy-developments-plc)

MED X (formerly Twitter) handle - @mastplc

 

 

 

 

 

Total Voting Rights

Further to the Company's previous RNS announcement dated 8 July 2025,
applications have also been made to the FCA and the London Stock
Exchange for admission in respect of the Warrants Shares and the Conversion
Shares. It is expected that Admission will become effective, and that dealings
in the Warrant Shares and Conversion Shares are expected to commence, at 8.00
a.m. on or around 14 July 2025.

 

Following Admission, the Company expects to have 12,972,709 ordinary shares in
issue, each with one vote per share (and none of which are held in treasury).
The total number of voting rights in the Company is therefore expected to be
12,972,709.

 

From 8.00 a.m. on or around 14 July 2025, the existing ISIN is expected to
change from GB00BMBSCV12 to GB00BNG90H86 and will apply in respect of the
entire issued share capital of the Company following the Capital
Reorganisation (including the Conversion Shares and Warrant Shares) of
12,972,709 ordinary shares. The Company's LSE ticker share code will remain
unchanged as: MAST.

 

ENDS

 

This announcement contains inside information for the purposes of the UK
version of the Market Abuse Regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ('UK MAR'). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

 Pieter Krügel      info@med.energy (mailto:info@med.energy)  Mast Energy           CEO

                                                              Developments PLC
 Guy Wheatley, CFA  +44 (0)74 9398 9014                       Fortified Securities  Corporate Broker
 Jon Belliss        +44 (0)20 7399 9425                       Novum Securities      Corporate Broker

 

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