TIDMCRCL
RNS Number : 0452T
Corcel PLC
20 July 2022
Corcel PLC
("Corcel" or the "Company")
Fundraising - Broker Option - TVR
20 July 2022
Corcel, the natural resource exploration and development company
with interests in battery metals and flexible energy generation and
storage announces an up to GBP600,000 funding packing including a
placing of GBP336,000 at a price of GBP0.004 (the "Placing") as
well as a Broker Option to enable existing shareholders to
participate in the Placing on the same terms up to a further
GBP300,000.
Highlights:
o Fundraising of up to GBP600,000 including a placing of
GBP336,000 at a price of GBP0.004 with warrants exercisable at
GBP0.005 per share and a Broker Option of up to GBP300,000 on the
same terms
o Implementation of cost saving measures including overhead
reductions
Chief Executive Officer, Scott Kaintz commented: "Today's RNS
represents critical funding and cost reductions amidst a difficult
funding environment for small cap companies. This fundraising marks
a key step for CRCL and well positions the Company for a macro
stabilisation and recovery period."
Equity Raise:
The upfront equity fundraising has raised gross proceeds of
GBP336,000 from the issue of 84,000,000 new ordinary shares of
GBP0.0001 (Ordinary Shares) at GBP0.004 (the "Placing Price") per
share ("Placing Shares").
The Company has also issued the equity investors with one
warrant for every one share exerciseable at GBP0.005 per new
warrant share at any time over the next year ("Placing Warrants").
The warrants come with an accelerator clause that gives the Company
the right but not the obligation to give the warrant holders notice
once the Corcel share price trades at a ten-day volume weighted
average price greater than GBP0.01 to exercise its rights to
accelerate the warrants and invoke the notice period by which time
the warrants must either be exercised or they become cancelled. The
issue of the Placing Warrants is contingent upon the approval of
the resolutions to be put to shareholders of the Company at the
General Meeting to be outlined herein.
Broker Option:
The balance of the fundraising will be in the form of a Broker
Option ("BO") granted to Novum Securities Ltd ("NS") under the
placing agreement in order to support additional demand in the
event that requests to participate in the Placing from existing
shareholders who are qualifying investors are received during the
period of three trading days following the announcement. To
participate in the BO, qualifying investors should communicate
their interest to NS via their independent financial advisor,
stockbroker or other firm authorised by the Financial Conduct
Authority. NS should be contacted by telephone +44-207-399-9427 or
via e-mail at crowbury@novumsecurities.com .
If the BO were to be taken up for the full GBP300,000 it would
result in the issuance of 75,000,000 new ordinary shares ("BO
Shares") and 75,000,000 warrants ("BO Warrants"). The BO Warrants
also come with an accelerator clause that gives the Company the
right but not the obligation to give the warrant holders notice
once the Corcel share price trades at a ten-day volume weighted
average price greater than GBP0.01 to exercise its rights to
accelerate the warrants and invoke the notice period by which time
the warrants must either be exercised or they become cancelled.
The BO Shares are not being made available to the public, only
to existing shareholders, and none of the BO Shares are being
offered or sold in any jurisdiction where it would be unlawful to
do so. No prospectus will be issued in connection with the Broker
Option.
The Company has also appointed NS as its financial advisor and
is proposing to issue NS with up to 15,900,000 Broker Warrants
("Broker Warrants") to subscribe for 15,900,000 new ordinary
shares, subject to the full subscription of the BO. The Broker
Warrants are also exercisable at a price of GBP0.005 and are
subject to an accelerator clause.
An additional announcement detailing the final figures of the BO
subscription including the possibility of any oversubscription, as
well as on the associated BO Warrants will be made in due
course.
Equity Share Agreement:
The Company has agreed with Align Research Ltd to cancel the
outstanding Equity Share Agreement previously announced on 21
February 2022. The Company intends to pay a termination fee ("ESA
Fee") of GBP20,000 in new ordinary shares, the payment of which
will be detailed in a further announcement and subject to
authorities granted at the General Meeting to be outlined
herein.
Warrant Repricing:
Following the Fundraising, 15,000,000 of warrants originally
issued on 12 May 2021 have now been repriced to GBP0.004 per new
ordinary share reflecting the original contract terms of the
warrants. These warrants remain valid until 11 May 2024.
Also following the Fundraising, 30,000,000 warrants originally
priced at GBP0.015 per share have now been cancelled and replaced
by 112,500,00 new warrants, now priced at GBP0.004 per new ordinary
share reflecting the original contract terms of the warrants. These
replacement warrants remain in effect until 20 February 2024. The
repriced warrant issuance will be contingent upon the approval of
the resolutions to be put to shareholders of the Company at the
General Meeting to be outlined herein.
Overhead Reductions:
The Board of Corcel has in light of challenging macroeconomic
conditions and declining equity markets worldwide, embarked on a
cost-reduction effort that will include a 50% reduction in all
Director remuneration for a period of three months as well as other
similar changes across the business. This initiative is designed to
ensure funds raised provide the maximum possible runway for the
business amidst challenging market conditions and to continue to
support and advance key operations, particularly at the Company's
nickel/cobalt assets in Papua New Guinea.
General Meeting:
The Fundraising has been supported by a range of investors and
if fully subscribed will result in the issuance of 159,000,000 new
ordinary shares and 159,000,000 warrants. Currently the Company has
84 million of remaining shareholder authority to issue new ordinary
shares for cash on a non-pre-emptive basis. Accordingly, the
Placing Shares will be issued under the Company's existing share
authorities, whilst the Placing Warrants, BO Shares, BO Warrants
and ESA Fee are to be conditional upon, inter alia, the passing of
resolutions to be put to shareholders of the Company at a general
meeting of the Company.
The Company will publish a circular to convene the General
Meeting to propose Resolutions to enable completion of the Placing
Warrants, BO, the issue of the BO Shares, the grant of the BO
Warrants and a renewal of routine equity authorities. A further
announcement covering the details of the general meeting will be
made and a circular containing the notice of meeting will be
published and sent to shareholders in the coming days and will be
available on the Company's website, www.corcelplc.com. Shareholders
are strongly urged to vote by proxy in accordance with the
instructions set out in the notice of general meeting.
Total Voting Rights:
Application has been made for the 84,000,000 Placing Shares to
be admitted to trading on AIM and it is expected that their
admission to AIM will take place on or around 27 July 2022
("Admission"). The issue of the Placing Shares is conditional,
inter alia, on Admission and the Placing Agreement becoming
unconditional in respect of the Placing Shares. The issue of the
Placing Shares is not conditional on the BO completing.
Following Admission, the Company's total issued share capital
will consist of 524,878,295 Ordinary Shares, with one voting right
per share. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 524,878,295 from Admission. This figure 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 in their interest in, the
share capital of the Company pursuant to the FCA's Disclosure
Guidance and Transparency Rules.
For further information, please contact:
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
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
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END
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