Dyani - 17th May 201722 Jan 2019 18:39
LONDON (Alliance News) - GCM Resources PLC on Thursday said it has signed a consultancy agreement with Dyani Corp Ltd concerning the proposed development of a 2,000 megawatt coal fired power plant.
GCM Resources said the consultancy agreement concerns the power plant that is to be developed under the memorandum of understanding with China Gezhouba Group International Engineering Co Ltd.
GCM and China Gezhouba agreed in November to explore the feasibility of a joint venture to develop mine-mouth coal-fired power plants at the Phulbari coal and power project site which AIM-listed GCM operates in Bangladesh.
China Gezhouba is a subsidiary of a core member of the state-owned China Energy Engineering Group Co Ltd.
GCM said Dyani has provided "invaluable introduction, negotiation and advisory services" to the company since May last year on a "good faith basis" while terms of the consultancy agreement were being discussed.
GCM said Dyani was a major part of the introduction to China Gezhouba.
Under the consultancy agreement that will run to the end of June 2018, Dyani will procure a preliminary feasibility study on the proposed power plant at "no external cost to GCM", negotiate a final joint venture investment agreement for the plant, as well as an engineering, procurement, construction and commissioning contract.
For the work completed since May 2016, Dyani will be issued with 3.9 million shares in GCM and a monthly retainer of GBP20,000 from the start of July 2016 that will be settled at shares issued at 20.0 pence each, a 43% premium to the share price before the memorandum of understanding was signed.
GCM shares closed down 0.3% on Thursday at 27.18 pence.
Further shares will be issued to Dyani when certain milestones are reached. Dyani will get a "success fee" of a 5% stake in GCM once the preliminary feasibility study is complete, a further 5% once a framework EPCC contract has been agreed, an 8% stake once the final investment joint venture agreement is signed, and a further 5% once the framework EPCC is executed.
Dyani will be limited to owning a 29.99% stake in the company.
"The board is acutely aware of the potential dilution arising from the consulting agreement. As fees for services similar to those provided by the Consultant are typically based upon a percentage rate of the value of the underlying contract, and given that a 2,000 megawatt ultra super critical coal fired plant would cost in the region of USD4.00 billion, GCM does not have the resources to pay such fees in cash," said GCM.
"The company is fortunate to have found an introducer and consultant of their calibre who is agreeable to be compensated with shares of the Company, recognizing a cash payment would be beyond the company's current ability to fund," GCM added.
GCM issued 900,000 shares on Thursday to cover the retainer for the months between May 2016 and March 2017, and another 3.9 million shares to Dyani for the work performed to date