TIDMEDL
RNS Number : 3330B
Edenville Energy PLC
01 June 2023
1 June 2023
Edenville Energy Plc
("Edenville" or the "Company")
Strategic Investment and Board Changes
Edenville Energy Plc (AIM: EDL), an African focused mine
operator and developer, is pleased to announce that is has raised
GBP1.468 million through direct subscriptions, at 5.0 pence per
share, by two African focused mining investment groups, and further
announces proposed changes to its Board of Directors including the
appointment of Jason Brewer as Executive Director.
Highlights
-- GBP1,468,000 capital raising at 5.0 pence per share ("Issue
Price") being undertaken in two tranches ("Capital Raising"),
comprising GBP575,000 under the Company's existing share issuance
authorities and a further GBP893,000 to be completed subject to
shareholder approval at a General Meeting ("GM") to be convened
shortly
-- Q Global Commodities Group ("QGC), one of South Africa's
leading independent commodity, mining, logistics and investment
funds to subscribe, via its wholly-owned subsidiary AUO Commercial
Brokerage LLC, in total for GBP879,330 and, subject to shareholder
approval at the GM, become the Company's major shareholder with a
29.95% interest
-- Gathoni Muchai Investments Limited ("GMI"), an East Africa
based mining investment group to subscribe in total for GBP588,670
and become a major shareholder of the Company, subject to
shareholder approval at the GM, with a 20.05% interest
-- Conditional upon shareholder approval at the GM, QGC and GMI
will also each receive warrants allowing them to subscribe for, in
total, 5,451,691 new ordinary shares in the Company at an exercise
price of 25 pence each, exercisable until 25 May 2024 ("Fundraise
Warrants")
-- Funds from the Capital Raising to be used by the Company to
fund its ongoing working capital requirements and for due diligence
costs associated with ongoing review work of potential new and
strategically complimentary projects in Africa
-- Jason Brewer, a director of GMI and the CEO of London-listed
Marula Mining Plc, and who is based in East Africa, has been
appointed Executive Director of the Company, effective immediately.
Mr Nicholas (Nick) von Schirnding, Non-Executive Chairman intends
to step down as a director of the Company with effect from the
conclusion of the GM
-- It is intended that QGC's Quinton van der Burgh will join the
Board of Directors as Director and Non-Executive Chairman following
conclusion of the GM, subject to satisfactory completion of
customary due diligence by the Company's Nominated Adviser.
Capital Raising
The Capital Raising is to be undertaken in two tranches through
the issue in aggregate of a total of 29,360,000 new ordinary shares
of 1 pence each in the Company ("Ordinary Shares") at the Issue
Price.
Firm subscriptions for GBP575,000 have been received and will
result in the issue of 11,500,000 new Ordinary Shares at the Issue
Price ("Firm Subscriptions"). The Firm Subscriptions have been
undertaken under the Company's existing share issuance
authorities.
A further GBP893,000 has been subscribed by way of conditional
subscriptions for 17,860,000 new Ordinary Shares at the Issue
Price, to be issued subject to shareholder approval at a GM of the
Company to be convened shortly ("Conditional Subscription").
Fundraise Warrants are also to be issued to both QGC and GMI
under the Capital Raising, with QGC to be issued with 3,265,555
warrants at an exercise price of 25 pence exercisable until 25 May
2024, and GMI with 2,186,136 warrants on the same terms. The issue
of the Fundraise Warrants will be subject to shareholder approval
at the GM of the Company. Each of QGC and GMI have agreed that,
unless a waiver of the obligation to make a general offer under
Rule 9 of the City Code on Takeover and Mergers has been obtained,
their individual interests in the Company's Ordinary Shares,
including those of any persons deemed to be acting in concert with
them, shall not exceed 29.99% of the total voting rights as a
result of future acquisitions of Ordinary Shares pursuant to the
exercise of Fundraise Warrants.
The funds raised from the Capital Raising are to be used by the
Company to fund its ongoing working capital requirements and on its
corporate and mining development activities. These funds will also
be applied to ongoing and new review work of potential additional
strategically complimentary advanced mining and mine development
projects located in Africa.
New Strategic Investors
The Capital Raising has been undertaken with two strategic
investors, QGC and GMI, both of whom will become major shareholders
in the Company.
QGC is one of South Africa's leading independent commodity,
logistics and investment funds and has a broad global network in
the mining finance sectors and the marketing and sales of
commodities. QGC has 12 thermal coal mines currently under
management and is actively expanding its metal mining interests
throughout Southern and East Africa through direct equity
investments and partnership and co-development agreements with a
number of emerging mining and exploration companies.
QGC is led by Mr Quinton van der Burgh, one of South Africa's
leading mining entrepreneurs, who has almost 20 years of mining
experience and has developed over 47 projects to mining stage,
including two large-scale mining companies.
As part of the Capital Raising, QGC, through Dubai based AUO
Commercial Brokerage LLC, is subscribing for a total 17,586,598 new
Ordinary Shares and will, subject to shareholder approval at the
GM, invest GBP879,330 in the Company to become its single largest
shareholder with a 29.95% interest.
GMI is a Nairobi-based investment firm focused on mining,
property and retail sectors and headed up by Mr Jason Brewer and Ms
Jackline Muchai. GMI have existing investments in four East African
countries, including Tanzania and are a major shareholder in
London-listed and battery metals focused mining company Marula
Mining plc, and new uranium mine development company Neo Energy
Metals Limited, which is in the process of coming to market by way
of a reverse takeover of London Stock Exchange listed Stranger
Holdings plc.
GMI is subscribing for a total 11,773,402 new Ordinary Shares
under the Capital Raising and will, subject to shareholder approval
at the GM, invest GBP588,670 in the Company to become its second
largest shareholder with a 20.05% interest.
The QGC and GMI shareholdings following the Firm Subscription
and Conditional Subscription, and issue of Director Fee Shares (as
defined below), will be:
Investors Firm Subscription % Interest Conditional Total Holdings % of Enlarged
after Firm Subscription assuming completion Share Capital
Subscription of the Conditional
Admission Subscription
QGC 7,000,000 18.01% 10,586,598 17,586,598 29.95%
------------------ -------------- -------------- --------------------- ---------------
GMI 4,500,000 11.58% 7,273,402 11,773,402 20.05%
------------------ -------------- -------------- --------------------- ---------------
11,500,000 17,860,000 29,360,000
------------------ -------------- -------------- --------------------- ---------------
Board Changes
Jason Brewer has been appointed Executive Director of the
Company, effective immediately.
Mr Brewer, is a Director of GMI and currently the Chief
Executive Officer of Marula Mining plc (AQUIS: MARU) ("Marula"), an
African battery metals focused mining and development company which
has a broad portfolio of mining and exploration projects in South
Africa, Tanzania and Zambia. Marula currently operates the Blesberg
Lithium Mine in South Africa, and is developing the Kinusi Copper
Mine in Tanzania as well as advancing a number of graphite and rare
earth elements projects in Tanzania and Zambia. Mr Brewer is a
senior mining executive with over 25 years of experience in
international mining, financial markets and investment banking and
being based in Nairobi is ideally positioned to oversee the
development of our current mining and exploration ongoing projects
in East Africa, and his on-site presence will prove invaluable in
identifying and securing new mining and mine development
opportunities for the Company.
In addition, Nicholas (Nick) von Schirnding, Non-Executive
Chairman, intends to step down as a director of the Company with
effect from the conclusion of the GM.
Following the GM, it is intended that Mr Quinton van der Burgh
will join the board as Director and Non-Executive Chairman, subject
to the satisfactory completion of customary due diligence by the
Company's Nominated Adviser. A further announcement in that regard
will be made in due course.
In addition, the Company is seeking to further enhance the Board
and will update on progress in due course.
Business and Operations Update
The Company is continuing to run the day to day operations at
Rukwa while continuing discussions with the Mining Commission in
Tanzania (the "Commission"), to ensure the Company is in full
compliance with local regulations, and looks forward to remedying
the outstanding matters concerning the mining licence in
consultation with the Commission on a timely basis. In addition,
following completion of the Capital Raising, it is expected that
the Company, in consultation with the regional mining office, will
assess its ongoing level of investment, and targeted output, in
Rukwa.
Since the Company's announcement on 28 March 2023, there have
been no further developments in the Courts regarding Upendo Group
Ltd.'s claim, save that the Company is now expecting a preliminary
hearing in June 2023.
QGC and GMI have each separately agreed to enter into a
Relationship Agreement with the Company conditional upon
shareholder approval for the Capital Raise, such agreements to
contain customary protections for the Company. Each Relationship
Agreement will remain in force while each respective shareholder
retains an interest of 20% or more of the then issued share capital
of the Company.
Shares Issued in Lieu of Director Fees and Related Party
Transaction
Directors of the Company, Paul Ryan and Noel Lyons, intend to
convert GBP50,000 of outstanding director fees (for 2022) into
1,000,000 new Ordinary Shares at the Issue Price of 5.0 pence per
share ("Director Fee Shares"), subject to the passing of the
resolutions at the GM.
Mr Lyons and Mr Ryan are both executive Directors of the Company
and the issue of the Director Fee Shares will constitute related
party transactions as defined by Rule 13 of the AIM Rules for
Companies. Nick von Schirnding and André Hope both being
independent Non-Executive Directors of the Company having consulted
with the Company's nominated advisor, Strand Hanson Ltd, consider
the terms of the issue of the Director Fee Shares to be fair and
reasonable insofar as the Company's shareholders are concerned.
General Meeting
A General Meeting to seek shareholder approval for the allotment
of the Conditional Subscription Shares and Director Fee Shares is
expected to be held by early July 2023. A circular, including the
notice of GM, will be published shortly.
Admission and Total Voting Rights
The 11,500,000 new Ordinary Shares pursuant to the Firm
Subscriptions ("Firm Subscription Shares") will be issued under the
Company's existing share authorities and will rank pari passu in
all respects with the Company's existing Ordinary Shares. The issue
of Firm Subscription Shares is conditional, inter alia, on receipt
by the Company of the Firm Subscription funds and admission of the
Firm Subscription Shares to trading on AIM ("Admission"), and such
Admission becoming effective. Application will be made to the
London Stock Exchange for the Firm Subscription Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Firm Subscription Shares
on AIM will commence at 8.00 a.m. on or around 9 June 2023.
On Admission, the Company's issued share capital will consist of
38,859,861 ordinary shares, each with one voting right. There are
no shares held in treasury. Therefore, the Company's total number
of ordinary shares and voting rights will be 38,859,861 and this
figure may be used by shareholders following Admission 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
Application for admission to trading on AIM of the 17,860,000
new Ordinary Shares pursuant to the Conditional Subscriptions and
the 2,000,000 new Ordinary Shares pursuant to the Director Fee
Shares will be made and notified in due course.
Enquiries:
Edenville Energy Plc
Jason Brewer - Executive Director
Noel Lyons - CEO +254 (0)743 303075
Via IFC Advisory
Financial and Nominated Adviser
Strand Hanson Limited
James Harris | Richard Johnson +44 (0) 20 7409 3494
---------------------
Broker
Tavira Securities Limited
Oliver Stansfield | Jonathan
Evans +44 (0) 20 7100 5100
---------------------
Financial PR and IR
IFC Advisory Limited
Tim Metcalfe | Florence Chandler +44 (0) 20 3934 6630
---------------------
Further information on Mr Jason Brewer's appointment
The following details in relation to the appointment of Mr
Brewer are disclosed in accordance with paragraph (g) of Schedule
Two of the AIM Rules for Companies.
Mr Jason Paul Brewer (aged 53) has held the following
directorships and/or partnerships in the past 5 years:
Current Directorships Past Directorships (last five
years)
Marula Mining plc Battery Age Minerals Ltd (previously
known as Winmar Resources
Limited)
--------------------------------------
Mayflower Strategic Minerals Critical Resources Limited
Limited (previously known as Force
Commodities Limited)
--------------------------------------
Mayflower Children's Foundation IperionX Limited (previously
known as Tao Commodities Limited)
--------------------------------------
Mayflower Energy Metals Limited Vector Resources Limited
--------------------------------------
Gathoni Muchai Investments Zeotech Limited (previously
Limited known as Metalsearch Limited)
--------------------------------------
501 Capital Limited Global Oil and Gas Limited
(previously known as Baraka
Energy and Resources Limited)
--------------------------------------
Muchai Mining Kenya Limited Kilimapesa Gold (Pty) Limited
--------------------------------------
Neo Uranium Resources South Great Lakes Graphite Limited
Africa Pty Ltd
--------------------------------------
Marula Lithium Mining South Terra Rara UK Limited
Africa Pty Ltd
--------------------------------------
Southern African Lithium and Mayflower Copper Investments
Tantalum Mining Pty Ltd Ltd
--------------------------------------
Marula Resources Limited African Phosphate Pty Ltd
--------------------------------------
Goldfleet Enterprises Pty
Ltd
--------------------------------------
Kupang Resources Pty Ltd (previously
known as Kupang Resources
Ltd)
--------------------------------------
Baraka Minerals Pty Ltd
--------------------------------------
Mount Adrah Gold Limited
--------------------------------------
Sugec Resources Proprietary
Limited
--------------------------------------
Mr Brewer was a Director of Kupang Resources Ltd (now Kupang
Resources Pty Ltd) when a voluntary administrator was appointed on
29 July 2015 with regards to an outstanding payment following a
legal dispute with litigation funder International Litigation
Partners Pte Limited. The case has now been resolved and Kupang
Resources Pty Ltd remains an ongoing operating company, from which
Mr Brewer resigned on 23 October 2018.
Other than the information contained within this announcement,
there is no further information required to be disclosed pursuant
to paragraph (g) of Schedule Two of the AIM Rules for
Companies.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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END
MSCUPUQAQUPWUMG
(END) Dow Jones Newswires
June 01, 2023 04:06 ET (08:06 GMT)
Edenville Energy (LSE:EDL)
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부터 10월(10) 2024 으로 11월(11) 2024
Edenville Energy (LSE:EDL)
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부터 11월(11) 2023 으로 11월(11) 2024
