TIDMCRCL
RNS Number : 2068C
Corcel PLC
21 February 2022
Corcel PLC
("Corcel" or the "Company")
Debt Conversion, Funding and Refinancing, Underwritten Equity
Share Agreement
21 February 2022
Corcel, the natural resource exploration and development company
with interests in battery metals and flexible energy generation and
storage is pleased to announce a partial debt conversion and a new
combined debt and equity funding solution of up to
GBP1,050,000.
Highlights:
o Corcel continues to progress its Battery Metals led strategy
with multiple potential near-term catalysts expected including the
mining lease award at Mambare, the JORC upgrade at Wo Wo Gap and
the funding of the UK peaker plant portfolio
o Supporting these initiatives, the Company announces a funding
package of up to GBP1,050,000 which includes
o A new GBP450,000 debt facility with warrants exercisable at
GBP0.015
o Refinancing of GBP405,000 of existing debt including the
conversion of GBP135,000 to equity and the extension
of the balance to end October 2022
o A GBP600,000 Equity Share Agreement with a GBP0.015 floor
price
Scott Kaintz, Chief Executive, commented : "The Board is pleased
to announce a partial conversion of our debt and a new funding
solution for the business organised and co-ordinated by a
supportive shareholder which is expected to bridge the Company to
several major value inflection events, and likely does so at prices
well above the current market; therefore, reducing dilution for
existing shareholders."
Debt Facility
The Company has agreed a Loan Note Facility ("Loan Facility")
with Align Research and Riverfort Global Opportunities PCC Limited
, (the "Lenders") to provide, in aggregate, GBP450,000 through an
unsecured loan facility, for working capital purposes in support of
the execution of the Company's battery metals led strategy.
The Loan Facility, which is aimed at reducing dilution at
current prices, provides for the loan ("Loan") to be drawn down in
tranches beginning with GBP250,000 immediately and the balance in
equal instalments monthly through May 2022. The Loan plus a fixed
coupon of 8% is repayable in full on 31 October 2022 (the
"Repayment Date") except where the Lenders request part or all of
the Loan and any coupon to be utilised in paying for the
warrants.
As part of the Loan Facility, the Company will issue a total of
30,000,000 warrants to the Lenders with a GBP0.015 strike price
expiring on 20 February 2024 (the "Warrants"). The coupon is
repayable in either cash or shares at the Lender's discretion, and
if in shares at a price of GBP0.015 per share.
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
will be payable in shares ("Interest Shares") at a price of
GBP0.015 per share.
If the entirety of the Warrants are exercised, this would result
in an additional 30,000,000 Ordinary shares in relation to the
Warrants and 2,400,000 ordinary shares in relation to the Interest
ultimately being issued.
If the Company undertakes a new placing of ordinary shares
before 20 February 2023 while the warrants remain outstanding and
below a price of GBP0.015, then the warrant strike price will be
adjusted to reflect the placing price and the Company will issue
additional warrants such that the total value of the warrants
equates to GBP450,000.
Partially Underwritten Equity Share Agreement
The Company has agreed terms with Align Research on an Equity
Share Agreement by which the Company gives Align Research the right
to subscribe for a maximum of GBP600,000 of new ordinary shares of
the Company at a minimum price of GBP0.015 (the "Minimum
Subscription Price") over a ten-month period (the "ESA").
Any agreed issuance of shares under this structure above the
Minimum Subscription Price is to be determined by the price at
which Align Research has itself agreed to sell the relevant shares
to another buyer ("the Agreed Price") and would result in the
Company receiving a subscription price per new ordinary share of
the Minimum Subscription Price plus 60% of the Agreed Price above
the Minimum Subscription Price. An implementation fee of 2,400,000
new ordinary shares is payable to Align Research (the "ESA
Shares").
The Company retains the right to terminate this agreement at any
time with the exception of any shares Align Research has already
agreed to sell onto a third party prior to such termination.
To provide further certainty of funding to the Company, Align
Research has agreed to underwrite the first GBP350,000 of the
Equity Share Agreement. This portion of new equity, if required, is
to be priced at the closing bid price of the Company's shares on 31
March 2022. (the "Placing") A 5% placing fee will be due at
completion of the placing payable in new ordinary shares of the
Company, and any share issuance and payments made to the Company
under the ESA prior to 31 March 2022 will serve to reduce the
underwritten portion of the Equity Share Agreement.
The Company has also agreed to issue a further 4,800,000 new
Ordinary Shares at a price of GBP0.015 ("Supplier Shares") for an
invoice received from Align Research in respect of research
services retainer for a 24-month period.
Debt Restructuring, Debt Conversion and Warrant Repricing
Corcel has agreed with the Lenders of an unsecured loan facility
of GBP405,000 of principal and interest, originally announced on 12
May 2021 and due 30 April 2022, to restructure the debt and
interest due. The restructuring includes the Lenders irrevocably
committing to subscribe GBP135,000 of the existing loan facility
into new ordinary shares in the Company at the closing bid price of
the Company's shares on 31 March 2022 and the due date on the
balance being extended to 31 October 2022. An additional 5%
interest is due on these refinanced amounts as a restructuring fee
payable 31 October 2022 taking the overall coupon to 13%.
As previously announced on 14 December 2021, C4 Energy Limited
("C4"), a Company controlled by the Company's Chairman, also
intends to convert its current debt position of GBP126,917 to
equity, which will be subject to a further announcement as
appropriate once a formal agreement has been entered into. C4 has
indicated its intention to convert this debt at a minimum price of
GBP0.015 per share.
In addition, following the funding solution, 20,000,000
warrants, previously issued on 12 May 2021, have now been repriced
from GBP0.025 to GBP0.015 per share. These warrants shall be fixed
at GBP0.015 per share until after the Placing, at which time they
will have an adjustment mechanism whereby the warrant strike price
adjusts downward to reflect any future placing completed at lower
than GBP0.015 during the remaining life of the warrants.
Following the funding solution announced today and the planned
conversions outlined herein, the Company would have a total
GBP1,460,000 debt of which principal amounts of GBP125,000 are due
31 April 2022, GBP720,000 being due end October 2022 and as
announced on 14 December 2022, a further GBP619,000 due end
December 2022.
Admission to Trading on AIM and Total Voting Rights
Application is being made to AIM for 7,200,000 shares to be
admitted to trading on AIM, the admission of which it is expected
on or around 25 February 2022.
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 ESA Shares and the
Supplier Shares, its issued ordinary share capital will comprise
391,987,601 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 391,987,601. 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.
Scott Kaintz 020 7747 9960 Corcel Plc CEO
James Joyce / Andrew de Andrade 0207 220 1666 WH Ireland Ltd NOMAD & Broker
Simon Woods 0207 3900 230 Vigo Communications IR
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU, which is part of domestic
UK law pursuant to the Market Abuse (Amendment) (EU Exit)
regulations (SI 2019/310) and is disclosed in accordance with the
Company's obligations under Article 17.
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END
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