("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 £600,000 funding packing including a placing of £336,000 at a price of £0.004 (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 £300,000.
o Fundraising of up to £600,000 including a placing of £336,000 at a price of £0.004 with warrants exercisable at £0.005 per share and a Broker Option of up to £300,000 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."
The upfront equity fundraising has raised gross proceeds of £336,000 from the issue of 84,000,000 new ordinary shares of £0.0001 (Ordinary Shares) at £0.004 (the "Placing Price") per share ("Placing Shares").
The Company has also issued the equity investors with one warrant for every one share exerciseable at £0.005 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 £0.01 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.
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 email@example.com.
If the BO were to be taken up for the full £300,000 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 £0.01 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 £0.005 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 £20,000 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.
Following the Fundraising, 15,000,000 of warrants originally issued on 12 May 2021 have now been repriced to £0.004 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 £0.015 per share have now been cancelled and replaced by 112,500,00 new warrants, now priced at £0.004 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.
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.
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.