REG - SIMEC AtlantisEnergy - Extraordinary General Meeting

SIMEC Atlantis EnergyAnnouncement

24/11/2021 08:00

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RNS Number : 4292T  SIMEC Atlantis Energy Limited  24 November 2021

24 November 2021

SIMEC Atlantis Energy Limited

("SAE", the "Company" and, together with its subsidiaries, the "Group")

Extraordinary General Meeting

SAE announces that a circular containing a notice convening an extraordinary
general meeting of the Company (the "EGM") will be posted to shareholders
today.

Shareholder approval is being sought for the appointment of Moore Stephens LLP
("Moore Stephens") as auditors of the Company to hold office until the
conclusion of the next annual general meeting of the Company at which the
audited financial statements are laid, together with authority for the
directors of the Company to set the remuneration of the auditors. At the time
of publication of the Company's annual report for the year ended 31 December
2020 and as noted in this year's notice of annual general meeting held on 18
August 2021, Ernst & Young LLP ("EY") had expressed their desire not to
seek reappointment as the Company's external auditor and agreed to stay in
office until such time as a replacement auditor was appointed prior to the
Company's next annual general meeting. The appointment of Moore Stephens is
conditional on the resignation of EY as auditors of the Company, including EY
obtaining approval from the Accounting and Regulatory Authority of Singapore
to resign.

The Company is also seeking shareholder approval for the authority to allot
and issue up to 40,000,000 ordinary shares on a non-pre-emptive basis to
satisfy the Company's obligations pursuant to or in connection with the share
placement agreement and warrant instrument entered into by the Company with
New Technology Capital Group, LLC (the "Investor") on 15 December 2020,
details of which were announced by the Company on 16 December 2020. The
Company has since terminated the share placement agreement on 28 September
2021. The balance of funds due to the Investor under the share placement
agreement is £341,000, which the Board proposes to continue to settle (along
with any ordinary shares subscribed for as a result of exercise of the
Investor's warrants) through the issuance of new ordinary shares but, in the
absence of having the requisite authorities to do so, the Company would
otherwise be required to cash settle such amounts. To this end, the Company's
existing authorities to allot and issue shares are not currently sufficient to
allow the Company to allot and issue ordinary shares to settle fully the
balance of the funds due to the Investor under the share placement agreement,
together with the exercise of the Investor's warrants. Accordingly, the
Company is seeking the above-mentioned shareholder approval.

The EGM will be held at 11 a.m. (London time) on Thursday, 9 December 2021 at
the offices of Investec Bank plc, 30 Gresham Street, London, United Kingdom,
EC2V 7QP. In light of the Covid-19 outbreak and the need to protect the health
and wellbeing of shareholders and employees, the Extraordinary General Meeting
will take place as a closed meeting and shareholders and advisors will not be
able to attend in person. The Company will make arrangements so that a minimum
quorum of shareholders is present and the legal requirements to hold a valid
Extraordinary General Meeting are satisfied. If shareholders wish to access
the meeting electronically, a live audio-only stream will be available at
https://link.simecatlantis.com/EGM (https://link.simecatlantis.com/EGM) . The
submission of questions to the Chairman in advance of the meeting, addressing
substantial and relevant matters can also be made through the Company's
website at "Contact Us".

A copy of the circular will be available from the Company's website at
www.simecatlantis.com (http://www.simecatlantis.com) .

Enquiries:

SIMEC Atlantis Energy
Limited
+44 (0) 7739 832 446

Sean Parsons, Director of External Affairs

Investec Bank plc
 
+44 (0) 20 7597 5970

(Nominated adviser and Joint
Broker)

Jeremy Ellis

Ben Griffiths

Shalin Bhamra

Arden Partners plc
 
+44 (0) 20 7614 5900

(Joint
Broker)

Ruari McGirr

Richard Johnson

Simon Johnson

Notes to Editors

SIMEC Atlantis Energy

SAE is a global developer, owner and operator of sustainable energy projects
with a diverse portfolio in various stages of development. This includes a 77
per cent. stake in the world's largest tidal stream power project, MeyGen, 100
per cent. of the 220MW Uskmouth Power Station conversion project and 100 per
cent. of Green Highland Renewables, a leading developer of mini-hydro
projects.

https://www.simecatlantis.com/ (https://www.simecatlantis.com/)

More on the MeyGen Project: https://simecatlantis.com/projects/meygen/
(https://simecatlantis.com/projects/meygen/)

More on the Uskmouth
Project: https://simecatlantis.com/project-development-operation/simec-uskmouth-power/
(https://simecatlantis.com/project-development-operation/simec-uskmouth-power/)

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