TIDMCRCL
RNS Number : 2071Q
Corcel PLC
16 October 2023
Corcel PLC
("Corcel" or the "Company")
Sale of Mambare Nickel/Cobalt Interest
16 October 2023
Corcel Plc (London AIM: CRCL), the Angolan focused exploration
and production company, announces that it has received a revised
offer from Integrated Battery Metals ("IBM") to purchase the
Company's 41% interest in the Mambare nickel/cobalt project.
Proposed Transaction Terms:
IBM has conditionally agreed to purchase Corcel's 41% interest
in the Mambare nickel/cobalt project (including the outstanding
shareholder loans due to Corcel by Oro Nickel Limited, the
operational joint venture entity) for up to US$4.1M, broken out as
follows:
o US$1.6M due at completion of the sale and purchase of Corcel's
41% interest in Oro Nickel Vanuatu("ONV"), the project holding
company
o Also at completion, a further US$1.4M payable in cash or the
issuance of 1.5M shares of IBM at an issue price of USD1 per share
at the discretion of Corcel
o 24 months after completion a further payment of US$1.0M either
in cash or in IBM shares (at the sole discretion of Corcel); The
IBM shares are to be valued as follows:
o If listed, then priced at the 5-day volume weighted average
price on the last five days prior to the 2(nd) anniversary or;
o If IBM is not publicly listed then USD1.0 per share
o Separately, and not included in the main transaction,
US$0.148M for the sale and purchase of Corcel's gross smelter
royalty in respect of the Mambare nickel/cobalt project
Antoine Karam, Executive Chairman of Corcel, commented: "This
proposed revised transaction offers a new and enhanced exit of the
Mambare asset, at a significantly higher valuation than the
original deal, while still providing on-going exposure to the
underlying nickel asset in the form of a potential interest in IBM.
We strongly recommend that all shareholders of Corcel support the
resolutions at the upcoming General Meeting to allow this proposal
to be consummated.
More broadly, this agreement demonstrates our clear strategic
focus on our oil and gas opportunities as well as providing key
near term funding for the Company's operations in Angola. We look
forward to results from the initial well there, while allowing the
pre-emption process relating to the Mambare exit adequate time to
conclude."
Loan Note:
To ensure the Company is properly capitalised for its near term
operations in Angola, upon signature of the SPA (i.e. prior to
initiating the pre-emption as outlined below and prior to formal
completion), IBM will provide Corcel an unsecured loan of US$1.6M
which will be interest free and repayable upon either the
completion of the sale of Corcel's 41% interest in ONV or in the
event that Battery Metal's Australasia's ("BMA") (Corcel's partner
on the Mambare project) pre-emption rights are not waived, then the
conclusion of the transaction with BMA. If the loan is repaid later
than 10 business days via BMA's pre-emption, then the loan will
attract an interest rate of 6%.
If the loan is not repaid by the 2(nd) anniversary of the
drawdown of the loan, IBM will be released from all its payment
obligations from the sale of the Company's Wowo Gap project, as
previously announced on 12 June 2023, and the loan will be deemed
to have been repaid in full.
The Company's interest in Mambare was most recently held in the
interim balance sheet at GBP3.27M and the attributable losses for
the year ended 30 June 2022 were approximately GBP7,075.
Completion Process:
In view of the size of the disposal relative to the existing
size of the Company, the disposal constitutes a fundamental
disposal in accordance with rule 15 of the AIM Rules for Companies.
The sale of the Wo Wo Gap Nickel Project announced on 12 June 2023
was to the same vendor and within the last 12 months, it thus needs
to be aggregated with the current disposal in accordance with rule
16 of the AIM Rules for Companies. As such, it is a requirement of
the AIM Rules for Companies that the disposal be approved by
Shareholders at a general meeting of the Company. The Company will
convene a General Meeting in due course.
Following Corcel shareholder approval, the Company will formally
notify BMA of a bonafide offer for its interest, starting a 45-day
period in which BMA can legally pre-empt the transaction.
Additional announcements on the completion of the sale will be made
as appropriate.
Consequently the disposal is conditional on shareholder approval
and the non exercise of the pre-emption right by BMA.
Initial Mambare Offer Termination:
The Company has mutually agreed with IBM to terminate the
original offer for the Mambare asset as announced on 1 March 2023.
As such, BMA has been formally notified that the Company has
rejected its claim to have accepted pre-emption of the original
transaction, as the proposal put forth by BMA did not fully match
the various elements included in the original transaction, and
included elements, such as the Company's gross smelter Royalty (the
"Royalty"), that did not fall under any pre-emption rights
available to BMA under the original 2011 Shareholder and Funding
Agreement between the parties.
Sale of Royalty Interest:
Corcel has further agreed with IBM to sell its 1% Gross Smelter
Royalty over the Mambare Nickel/Cobalt project for US$0.148M. As
this interest is not subject to BMA's pre-emption rights, the sale
of the royalty will conclude immediately.
Further announcements regarding a general meeting will be made
in due course.
For further information, please contact:
Antoine Karam Corcel Plc Executive Chairman
Development@Corcelplc.com
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
Patrick d'Ancona Vigo Communications IR
0207 3900 230
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END
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October 16, 2023 02:00 ET (06:00 GMT)
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