Corcel Regulatory News (CRCL)

Corcel PLC

("Corcel" or the "Company")

Cornerstone Investor Equity Placing

28 March 2023

Corcel Plc (London AIM: CRCL), the extractive industries exploration and development company, with interests in battery metals including nickel, cobalt, and rare earth elements, announces that, following its recent strategic pivot, it has completed an equity placing with an oil and gas focused cornerstone Investor Group ("Investor Group").

Highlights:

o  Introduction of new cornerstone Investor Group with Corcel board representation as part of fundraising of £1,055,515 at a price of £0.0035 - representing a 11% premium to the closing price of 27 March 2023 and a 16.6% premium to the 30-day VWAP - the investment will be made in three tranches as detailed below

James Parsons, Executive Chairman, commented: "I am delighted to welcome Antoine to both the Corcel register and, subject to regulatory checks, the Board as we take the first steps in our chosen oil and gas strategy."

Equity Raise:

The Company has executed a placing agreement to raise total proceeds of £1,055,515 from the issue of 301,575,574 new ordinary shares of £0.0001 (Ordinary Shares) at £0.0035 (the "Placing Price") per share ("Placing Shares") in three tranches to a group of high-net-worth investors who are supportive of the Company's recently announced Oil and Gas strategy. These investors will also receive a total of 211,102,900 warrants enabling the owner to purchase new ordinary shares at a price of £0.008 per share for a period of twenty-four months (the "Placing Warrants"). (Placing Shares and Placing Warrants together the "Fundraising")

Upon completion of the Fundraising, the incoming investor group have nominated Mr. Antoine Karam as a Non-Executive to the Board of the Company, subject to standard director background checks. Mr. Karam is an experienced investor who has previously been a board member of multiple listed IT and cyber security businesses. Mr. Karam is connected to multiple institutional pools of capital and select business opportunities in the sector. 

The Company intends to use the funds from this placing for working capital purposes and to fund the costs associated with potential acquisitions including origination, due diligence and advisors fees.

The Company has agreed on the following staged settlement timeline with the Investor Group:

o  £300,000 representing 85,714,285 new ordinary shares to be settled on 7 April 23

o  £300,000 representing 85,714,285 new ordinary shares to be settled by 31 May 23

o  £455,515 representing 130,147,004 new ordinary shares to be settled by 30 June 23

Upon the completion of the third tranche of the Placing Shares the investor group would have in aggregate approximately 27.2% of the issued share capital assuming no other shares are issued.

For completion of the initial tranche, Mr. Karam intends to create a dedicated investment company, which following this tranche would hold in aggregate approximately 9.6%. 

General Meeting:

The Fundraising will result in the issuance of 301,575,574 new ordinary shares and 211,102,900 warrants. Currently, the Company has 301,575,574 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 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 and a renewal of routine equity authorities to support the new strategy. 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 urged to vote by proxy in accordance with the instructions set out in the notice of general meeting.

Total Voting Rights:

Application will be made for the first tranche of the Placing Shares of 85,714,285 new ordinary shares to be admitted to trading on AIM and it is expected that their admissions to AIM will take place on or around 12 April 2023. 

Following Admission of the first tranche of the Placing Shares, the Company's total issued share capital will consist of 891,361,292 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 891,361,292 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.

Further updates will be provided on the Total Voting Rights on completion of tranches 2 and 3 of the Placing

For further information, please contact:

Scott Kaintz Corcel Plc CEO

020 7747 9960  

James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker

0207 220 1666

Patrick d'Ancona   Vigo Communications IR

0207 3900 230

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.