Spangle flash note10 Aug 2023 17:11
Mustang Energy convertible loan notes holders informed Mustang that they have elected to act on the backstop agreement.
• The backstop agreement envisages the issuance of new shares in Bushveld Minerals in lieu of outstanding Mustang convertible loan notes after the deadline for Mustang readmission to trading on the LSE passed on 31 July.
• In return, Mustang will transfer 22.1% interest in VRFB-H that holds a 40% interest in Enerox, a VRFB OEM based in Austria and operating under CellCube brand name, as well as novate rights under the US$2m loan made to Enerox
• As a result, Bushveld Minerals will be issuing a total of ~270.4m new shares to redeem ~£7.2m in outstanding 2021 and 2023 Mustang convertible loan notes (implying a 2.6p issue price and representing 17.4% of enlarged share capital).
• Bushveld Minerals will hold a 64.5% interest in VRFB-H including a direct interest of 22.1% and an indirect interest of 42.4% through its 84% shareholding -BMN (LHS)
in Bushveld Energy (50.5% interest in VRFB-H).
Conclusion:
Exercise of the backstop option by Mustang Energy convertible note holders increases the Company's stake in VRFB-H and ultimately in Enerox, a VRFB OEM based in Austria, although at a hefty price with ~270m new shares to be issued representing ~17% of enlarged share capital. Conversion of notes, essentially, means Bushveld is taking an additional 22.1% interest in VRFB-H at a ~$32m valuation which is in line with the original deal agreed in April 2021 when Mustang Energy invested $7.5m for a 22.1% interest funding its with 2021 CLNs ($8m). This compares to ~$13m implied from the latest Garnet investment of ~$3.3m for additional 10% in Enerox taking its stake in the VRFB producer to 60% with the remaining 40% held by VRFB-H.
We revised our valuation to account for the latest updated FY23 guidance (3.7-3.9ktV at $26.1-27.0/kV C1) as well as increased number of shares and lower
VRFB-H implied valuation. Production is expected to come in marginally stronger in H2/23 predominantly driven by better feed at Vanchem, although, earnings are to remain under pressure as vanadium prices remain subdued. Share price performance is expected to be held back by ongoing Orion convertible facility refinancing (~$45m) discussions as well as a need for additional liquidity over the next 12 months highlighted in the interims. Ultimately, Group rerating will be driven by vanadium prices that we would expect to perform well on the back of potential stimulus measures in China as well as ramping up growth in VRFB