TIDMEDL
RNS Number : 2468X
Edenville Energy PLC
20 February 2017
20 February 2017
EDENVILLE ENERGY PLC
("Edenville" or the "Company")
Subscription to raise GBP2m at 0.8p per share
Edenville Energy plc (AIM:EDL), the Company developing a
coal-to-power project in south west Tanzania is pleased to announce
a subscription, that was oversubscribed, to raise GBP2.0 million
(before expenses) through the issue of 250,000,000 new ordinary
shares of 0.02 pence each in the capital of the Company ("New
Ordinary Shares") at 0.8 pence per New Ordinary Share to new and
existing shareholders, together with 125,000,000 warrants issued to
the subscribers on the basis of one warrant for every two New
Ordinary Shares, exercisable at 1.08 pence per warrant at any time
over the next 18 months (the "Warrants" and each a "Warrant"; and
together with the New Ordinary Shares, the "Subscription").
The net proceeds from the Subscription will be used
predominantly for the advancement of mining development and to
facilitate the Company's progress into full coal mining operations
as soon as possible. More specifically the proceeds of the
Subscription will be used to facilitate the following:
-- Complete the purchase of a wash plant and crusher and
facilitate the transportation and installation of these items on
site in Tanzania;
-- Acquire mining equipment for an initial planned production of
up to 10,000 tonnes of coal per month;
-- Complete land compensation requirements as required;
-- Build supporting infrastructure, including weighbridge
facilities and implementing systems for coal delivery to customers;
and
-- Provide working capital for the Company as it moves towards full production.
The above will allow the Company's coal mining operations at
Rukwa to complete the transition from development into full
production, thus generating cash flow from the sale of processed
coal, which the Directors anticipate will be sufficient to cover
the Company's day to day costs in normal circumstances.
The development of the coal mine will continue alongside the
development of the Company's planned coal to power project (the
"Power Project"). As announced on 23 January 2017, the Company has
established a strategic partnership with Sinohydro Corporation of
China ("Sinohydro") in relation to the Power Project. Pursuant to
this strategic partnership, Sinohydro will complete a Bankable
Feasibility Study for the proposed Rukwa Power Plant which the
Company intends to use in relation to the future development of the
Power Project.
As the Company currently only has authorities to issue a limited
number of New Ordinary Shares the Subscription will take place in
two tranches, details of which are further described below.
Rufus Short CEO of Edenville Energy commented: "I am pleased to
announce a successful GBP2m fundraising (before expenses) and
welcome our new shareholders at this exciting stage in the
Company's development. The Subscription proceeds will establish a
step change in the development of our activities in Tanzania,
allowing the Company to become a coal producer. The funds raised
will complete the purchase of the wash plant and crusher, as well
as the ancillary work required for mobilisation. In addition, the
Subscription will enable Edenville to acquire mining equipment
which will enable Edenville to commence full coal mining
operations. We believe our Rukwa coal project has the potential to
contribute significantly to the available coal supply in Tanzania
and neighbouring countries and we look forward to providing our
shareholders with further updates as appropriate."
The Subscription
The Subscription is being conducted in two tranches, due to the
Company's current limited authority to issue new shares on a
non-preemptive basis.
a) The First Subscription
Pursuant to subscription agreements between the Company and
certain investors, 22,781,732 New Ordinary Shares (the "First
Subscription Shares"), together with 11,390,866 Warrants have been
allotted at the issue price of 0.8 pence per New Ordinary Share for
an aggregate subscription value of GBP182,253.86 before expenses
(the "First Subscription"), conditional only upon admission to
trading on AIM of the First Subscription Shares ("First
Admission"). Application for First Admission has been made to
London Stock Exchange and First Admission is expected to become
effective on or around 23 February 2017.
b) The Second Subscription
Pursuant to subscription agreements between the Company and
certain investors, 227,218,268 New Ordinary Shares (the "Second
Subscription Shares"), together with 113,609,134 Warrants have been
conditionally allotted at the issue price of 0.8 pence per New
Ordinary Share for an aggregate subscription price of
GBP1,817,746.14 before expenses (the "Second Subscription"),
The Second Subscription is conditional on the approval of the
Company's shareholders at a General Meeting (the "General Meeting")
of resolutions granting the directors of the Company authority to
allot the Second Subscription Shares and dis-applying statutory
pre-emption rights in relation to such allotment. Further details
of the General Meeting are set out below.
As part settlement of broking fees, Edenville has granted Optiva
Securities 12,500,000 warrants over the Company's ordinary shares
(the "Broker Warrants"). The Broker Warrants have an exercise price
of 0.8p and may be exercised at any time over the next 18
months.
The General Meeting
A circular convening the General Meeting will be sent to
shareholders shortly. At the General Meeting shareholders will
consider resolutions to permit the Directors to allot and issue up
to GBP80,000 nominal value of new Ordinary Shares of 0.02 pence
each in the Company and to dis-apply pre-emptive rights in respect
of such amounts (the "Resolutions"). This equates to 400,000,000
new Ordinary Shares, with such authorities expiring if unused by
the Company's next Annual General Meeting.
The passing of the Resolutions would permit the Second
Subscription to be carried out and 227,218,268 Second Subscription
Shares to be issued. Additionally it would permit the directors to
issue of up to a further 60,000,000 Ordinary Shares as headroom for
future possible other opportunities that may arise.
Total Voting Rights
Following Admission of the First Subscription Shares, the issued
share capital of the Company will be 847,068,319 ordinary shares of
0.02 pence each. The shares issued in the First Subscription will
rank pari passu with the existing ordinary shares. In accordance
with the Financial Conduct Authority's Disclosure and Transparency
Rules, the Company hereby announces that, following the First
Subscription, it has 847,068,319 ordinary shares of 0.02p each in
issue, each share carrying the right to one vote. The Company does
not hold any ordinary shares in treasury. The above figure of
847,068,319 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 to their interest in, the share capital of the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
Edenville Energy Plc
Jeff Malaihollo - Chairman +44 (0) 20 7652
Rufus Short - CEO 9788
Northland Capital Partners Limited
(Nominated Adviser)
Gerry Beaney +44 (0) 20 3861
David Hignell 6625
Optiva Securities Limited
(Broker)
Jeremy King +44 (0) 20 3137
Graeme Dickson 1902
IFC Advisory
(Financial PR and IR)
Tim Metcalfe
Graham Herring +44 (0) 20 3053
Heather Armstrong 8671
This information is provided by RNS
The company news service from the London Stock Exchange
END
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