REG - Mustang Energy PLC - VRFB-H Investment Update

Mustang EnergyAnnouncement

02/09/2022 08:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220902:nRSB9931Xa&default-theme=true

RNS Number : 9931X  Mustang Energy PLC  02 September 2022

2 September 2022

 

Mustang Energy PLC

VRFB-H Investment Update

As announced on 27 April 2021, the Company acquired a 22.1% interest
("Acquisition (Stage 1)") in VRFB Holdings Limited ("VRFB-H"), a joint venture
partner in Enerox Holdings Limited ("EHL"), for a consideration of
US$7,524,000 (the "Investment Agreement"). The investment was financed through
the issue of US$8,000,000 Convertible Loan Notes ("CLNs") to several investors
("Noteholders") bearing 10% interest per annum, with surplus funds being used
to pay costs associated with the investment and working capital.

As announced on 29 March 2022, a condition of the CLNs is that if the
Company's shares were not readmitted to the Official List (by way of a
Standard Listing) and to trading on the London Stock Exchange's main market
for listed securities ("Readmission") by 31 July 2022 or such later date as
agreed between the Company and the Noteholders (the "Maturity Date"), the
Company has the right to require Bushveld Minerals Limited ("BMN"), in return
for the Company transferring to Bushveld Energy Limited (a 84% owned
subsidiary of BMN) ("BEL") all its shares in VRFB-H (or such number of shares
as the Company would be required to transfer to BEL pursuant to the Investment
Agreement, to issue to each Noteholder such number of new ordinary shares in
BMN (at a price equal to the 20 day volume weighted average price of a new BMN
ordinary share prior to the date of issue) as is equivalent to the principal
amount of each Noteholder's CLNs together with all accrued and unpaid interest
thereon (the "Backstop").

BEL holds a 50.5% interest in VRFB-H. Acacia Resources Limited ("Acacia"),
which currently has a 24.03% shareholding in the Company, owns the remaining
27.4% interest of VRFB-H.

As announced on 3 August 2022, the Company and Acacia have entered into a
conditional Share Exchange Agreement pursuant to which the Company proposes to
acquire Acacia's 27.4% shareholding in VRFB-H ("Acquisition (Stage 2)") for a
consideration of US$10,548,945 to be converted to GBP:£ using an exchange
rate of GBP£1.00/US$1.225 and to be satisfied by the proposed issue of
43,056,989 new ordinary shares in the capital of the Company issued at 20
pence each (the "Consideration Shares").

The parties to the Investment Agreement, including the Company, have agreed to
extend the Maturity Date until 28 October 2022 to allow for the finalisation
of a prospectus and review process of that prospectus by the Financial Conduct
Authority ("FCA") in connection with Readmission, a process that has
commenced.

Additionally, the Company has been notified by a Noteholder of CLNs (the
"Redeeming Noteholder") with a principal amount of US$1.25 million (and
accrued and unpaid interest thereon) that it wishes to effect the Backstop in
respect of its CLNs (the "Backstop CLNs"). BMN and the Redeeming Noteholder
are currently in discussions to finalise the arrangements to effect the
Backstop CLNs.

 

ENQUIRIES

For further information, please visit www.mustangplc.com
(http://www.mustangplc.com) , follow us on Twitter @Mustang_Plc
(https://twitter.com/Mustang_Plc) , or contact:

 Mustang Energy PLC

 Dean Gallegos, Managing Director

 dg@mustangplc.com

 +61 416 220 007

 

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  STRBKDBBNBKDPCK