TIDMCRCL
RNS Number : 5022P
Corcel PLC
18 February 2021
Corcel PLC
("Corcel" or the "Company")
Fundraising, Directors Dealings and Total Voting Rights
18 February 2021
Corcel Plc, ("Corcel" or "the Company"), the natural resource
exploration and development company with interests in battery
metals and flexible grid solutions, announces that to enable the
Company's continued progress at the Burwell Energy Storage project
as well as on the Mambare mining lease application, that it has
agreed a funding package, consisting of a combination of both
equity and debt.
Chief Executive Officer, Scott Kaintz commented: "Initiatives
begun in 2020 are now starting to bear fruit as we make material
advancements both at Burwell here in the UK and at Mambare in
supporting our overarching strategy of advancing the
decarbonization of the global economy. The funds secured today are
designed to minimize dilution at current levels as we approach
multiple significant value inflection events."
Equity Funding
The equity fundraising has directly raised gross proceeds of
GBP300,000 from the issue of 24,000,000 new ordinary shares of
GBP0.0001 (Ordinary Shares) at GBP0.0125 ("Placing Price") per
share ("Fundraising Shares"), being a 4% premium to the mid-price
of the Company's ordinary shares at the close on 17 February 2021,
being the latest practicable date prior to the publication of this
announcement. The Company has also issued the equity investors with
two warrants for every one share exerciseable at GBP0.02 per new
warrant share at any time over the next two years.
The Company has also agreed to issue a further 2,880,000 new
Ordinary Shares at the Placing Price ("Supplier Shares") for an
invoice received from Align Research in respect of research
services, and who has agreed to receive the payment of their
GBP30,000 invoice plus VAT, both paid in shares.
Directors' Dealings
Two Company Directors, James Parsons and Scott Kaintz, have also
participated in the placing of 800,000 new ordinary shares and
1,600,000 warrants each. The placing shares and warrants issued to
James and Scott have been included in the table below, which sets
out the Corcel Board's current holdings.
Directors Ordinary Ordinary Total % of Issued Warrants Options
Shares Shares Shares Share
Direct Indirect
Ewan Ainsworth 2,253,429 0 2,253,429 0.70% 1,281,250 0
---------- ---------- ---------- ------------ ---------- ----------
James
Parsons 3,089,773 0 3,089,773 0.96% 2,381,250 3,040,567
---------- ---------- ---------- ------------ ---------- ----------
Scott
Kaintz 1,863,467 950,324 2,813,791 0.88% 2,185,417 3,164,767
---------- ---------- ---------- ------------ ---------- ----------
The issue of the Fundraising Shares and the Supplier Shares is
being carried out within the Company's existing share authority to
issue ordinary shares for cash. Application will be made to the
London Stock Exchange for the Fundraising Shares and the Supplier
Shares which will rank pari passu with the existing Ordinary Shares
in issue, to be admitted to trading on AIM and it is expected that
the Fundraising Shares will be admitted to trading on AIM at 8.00
a.m. on or around 2 March 2021.
Total Voting Rights
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the Company
confirms that, following the issue of the Fundraising Shares and
the Supplier Shares, its issued ordinary share capital will
comprise 321,381,614 ordinary shares. All of the ordinary shares
have equal voting rights and none of the ordinary shares are held
in Treasury. The total number of voting rights in the Company will
therefore be 321,381,614. The above figure may be used by
shareholders as the denominator for the calculations to determine
if they are required to notify their interests in, or change to
their interest in, the Company.
Debt Funding
The debt element of the fundraising is a definitive loan
agreement arranged by Align Research Limited (the "Lender") to
provide, in aggregate, GBP300,000 through an unsecured loan
facility ("Loan Facility"), for working capital purposes in support
of the execution of the Company's Flexible Grid Solutions and
battery metals strategy. The Loan Facility, which is aimed at
minimising dilution at current prices, provides for the loan
("Loan") to be drawn down in 5 tranches being GBP100,000 on 1 March
2021, and GBP50,000 on 1 April, 1 May, 1 June and 1 July
respectively. The Loan plus a fixed coupon of 8% is repayable in
full on maturity (except where the Lenders request part or all of
the Loan and any coupon to be utilised in paying for the warrants),
which is 28 December 2021 (the "Repayment Date"). The coupon is
repayable in either cash or shares at the Lender's discretion, and
if in shares at a price of GBP0.013 per share.
As part of the Loan Facility, the Company will issue a total of
23,076,923 three-year warrants to the Lender (the "Warrants"). The
Warrants are only exercisable when the share price per Ordinary
Share is at or above GBP0.02 per share (a 63% premium to the
current mid-price), at which point the holders can subscribe for
ordinary shares in the Company at GBP0.013 per share, or at the
future placing price of any subsequent fundraise during the first
12 months of the Warrants being issued, if lower than GBP0.013.
Should the Warrants be exercised in whole or part during the term
of the Loan Facility it has been agreed that the Warrant payment
proceeds will be netted off against the repayment of the pro-rata
drawn Loan Facility. In the event of the Warrants being exercised
during this period the full 8% Loan Facility interest on each
repayment will be payable in shares ("Interest Shares") at a price
of GBP0.013 per share. If the entirety of the Warrants are
exercised, this would result in an additional 23,076,923 Warrant
shares and 1,846,154 Interest Shares ultimately be issued.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name James Parsons
2 Reason for the notification
a) Position/status Executive Chairman, PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Corcel plc
b) Legal Entity Identifier 2138009ECXQQ3EGKVY57
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial Ordinary shares of GBP0.0001
instrument, type of instrument Warrants two year vesting, over
Ordinary shares at a price of
Identification code GBP0.02 per share.
GB00BKM69866
b) Nature of the transaction 800,000 Ordinary shares of GBP0.0001
at a price of GBP0.0125 per share
1,600,000 Warrants two year vesting,
over Ordinary shares at a price
of GBP0.02 per share
c) Currency GBP
d) Price(s) and volume(s) Price(s) Volume(s)
0.0125 800,000
Warrants exercise
price GBP0.02 1,600,000
e) Aggregated information N/A
- Aggregated volume N/A
- Aggregated price N/A
- Aggregated total
f) Date of the transaction 17 February 2021
g) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Scott Kaintz
2 Reason for the notification
a) Position/status Chief Executive Officer, PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Corcel plc
b) Legal Entity Identifier 2138009ECXQQ3EGKVY57
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial Ordinary shares of GBP0.0001
instrument, type of instrument Warrants two year vesting, over
Ordinary shares at a price of
Identification code GBP0.02 per share.
GB00BKM69866
b) Nature of the transaction 800,000 Ordinary shares of GBP0.0001
at a price of GBP0.0125 per share
1,600,000 Warrants two year vesting,
over Ordinary shares at a price
of GBP0.02 per share
c) Currency GBP
d) Price(s) and volume(s) Price(s) Volume(s)
0.0125 800,000
Warrants exercise
price GBP0.02 1,600,000
e) Aggregated information N/A
- Aggregated volume N/A
- Aggregated price N/A
- Aggregated total
f) Date of the transaction 17 February 2021
g) Place of the transaction London Stock Exchange, AIM
For further information, please contact:
Scott Kaintz 020 7747 9960 CEO Corcel Plc
Roland Cornish/ Rosalind Hill Abrahams 020 7628 3396 NOMAD Beaumont Cornish Limited
Thomas Smith 020 7392 1432 Broker Monecor (London) Ltd (ETX
Capital)
Simon Woods 0207 3900 230 IR Vigo Communications
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Regulation (EU) 596/2014 .
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