EDL.L Regulatory News (EDL)

5 May 2021

Edenville Energy Plc

("Edenville" or the "Company")

New Strategic Investor and Proposed Placing

Edenville Energy Plc (AIM: EDL), the AIM quoted company operating the Rukwa Coal Project in southwest Tanzania ("Rukwa") is pleased to announce a number of developments.

Highlights

· Proposed strategic investment by Anthony (Tony) Buckingham of £1.00M as part of a £2.48M (before expenses) Placing, which includes participation from the Company's substantial shareholders of, in aggregate, an additional £1.05M

· Additional assets targeted in line with previous announcements

Strategic Investor

The Company is pleased to announce that Mr Anthony (Tony) Buckingham has agreed a £1,000,000 strategic investment in the Company through the Placing (as defined below), giving him a shareholding of 18.5% of the Company's issued share capital, as enlarged by the Placing, which is subject to, inter alia, shareholder approval at a General Meeting to be convened shortly.

Mr Buckingham is well known in the natural resources market, particularly in Africa, having been CEO and major shareholder of Heritage Oil Limited from 2006 until its acquisition by a wholly-owned subsidiary of Qatari investment fund, Al Mirqab Capital SPC, in 2014 for a consideration of US$1.6 billion. His wealth of experience and broad network of relationships is expected to prove highly beneficial as Edenville looks to add additional assets into the Company as previously announced.

Proposed £2,475,000 Placing

The Company has conditionally raised £2,475,000 (before expenses) by way of a placing of 9,900,000 new ordinary shares of 1p each in the Company ("Ordinary Shares") at a placing price of 25p per Ordinary Share (the "Placing Shares") through Brandon Hill Capital Limited ("Brandon Hill") (the "Placing"). Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"), conditional on shareholder approval at the duly convened General Meeting. A notice of General Meeting will be announced and posted to shareholders shortly.

Conditional on completion of the Placing, investors in the Placing will also receive, for every Placing Share, one warrant to subscribe for one new Ordinary Share, each with an exercise price of 25p per share, exercisable for a period of three years from the date of grant ("Warrants"), resulting in the issue of 9,900,000 Warrants. If the Warrants are exercised in full, this would result in the issue of a further 9,900,000 new Ordinary Shares, raising £2,475,000 for the development of the Company's business, and which would represent in aggregate approximately 29% of the Company's fully diluted share capital.

As mentioned above, Mr Buckingham has agreed to invest £1,000,000 in the Placing for 4,000,000 Placing Shares, which will result in him holding an 18.5% interest in the enlarged issued share capital of the Company on Admission. In addition, Mr Buckingham, on Admission, will hold 4,000,000 Warrants pursuant to the Placing. Mr Buckingham has agreed that his aggregate interest in the Company's Ordinary Shares, including those of any persons deemed to be acting in concert with him, shall not exceed 29.99% of the total voting rights as a result of future acquisitions of Ordinary Shares pursuant to the exercise of the Warrants.

In addition, the Company benefits from having four large independent shareholders (representing approximately 50% of the Ordinary Shares currently in issue), being the Brandon Hill Group, the Pitchcroft Group, RAB Capital and John Story, and Edenville is pleased to confirm their ongoing support via participation in the Placing for a combined total of £1,050,000.

Proceeds from the Placing, coupled with the Company's existing cash resources, will be used to augment working capital and target additional asset acquisitions, leveraging the natural resources and capital markets expertise of its Board, and significant shareholders, which will be materially boosted by the involvement of Mr Buckingham who is set to become the Company's largest shareholder. The Company also intends to use the Placing proceeds to repay in cash the outstanding amount of US$421,313 owing to Lind Partners LLC ("Lind") under the Funding Agreement dated 6 November 2018. Under the Funding Agreement, once notified of the Company's intention to repay the loan, Lind have the right within 10 business days to convert up to 25% of the face value of the loan (US225,000) into equity at a price per Ordinary Share being the lesser of (i) £0.40 and (ii) 90% of the average five daily volume weighted average prices per share as selected by Lind in its sole discretion during the 20 trading days prior to notifying the Company of its intention to convert. Any such conversion into equity would occur at the same time as repayment of the balance of the loan in cash by Edenville.

The Placing is conditional, inter alia, on shareholders approving the allotment of the Placing Shares and the Warrants at a duly convened General Meeting and Admission. The requisite notice of General Meeting is expected to be sent to shareholders shortly and a further announcement will be made in this regard.

Brandon Hill has entered into an agreement with Edenville (the "Placing Agreement") under which, subject to the conditions set out therein, Brandon Hill has been instructed by Edenville to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing Agreement includes customary provisions including that the Placing Agreement can be terminated in certain circumstances.

Proposed board changes

On completion of the Placing, the Directors intend to review the composition of the Board, with the appointment of at least one additional non-executive director proposed to be made.

Total Voting Rights

On Admission, assuming no issue of new Ordinary Shares takes place prior to the General Meeting, the total issued share capital of the Company with voting rights will comprise 21,645,575 Ordinary Shares. Including the Warrants, the Adviser Warrants and the Broker Warrants (as defined below), as well as the existing options and warrants, the fully diluted share capital of the Company will comprise 33,961,000 Ordinary Shares.

Issue of Adviser Warrants

The Company also announces that following completion of the Placing a corporate adviser will be issued 117,456 warrants to subscribe for new Ordinary Shares at a price of 35p pence per share, exercisable for a period of three years ("Adviser Warrants").

Significant Shareholder and Director Participation

Brandon Hill, including Neal Griffith and Oliver Stansfield (collectively the "Brandon Hill Group"), who currently hold 1,997,248 Ordinary Shares, representing 17.0% of the Company's current issued share capital, have agreed to subscribe for, in aggregate, 1,362,640 Placing Shares representing a cash subscription of £340,660. Following Admission, the Brandon Hill Group's revised holding of 3,359,888 Ordinary Shares will represent 15.5% of the Company's issued share capital as enlarged by the Placing.

Brandon Hill Capital has been granted warrants over, in aggregate, 495,000 Ordinary Shares as part of its fee for arranging the Placing (the "Broker Warrants"). The Broker Warrants have a 3-year life and an exercise price of 25p per Ordinary Share.

Pitchcroft Capital Limited and its executives, namely Alexander Fullard, William Orgee and David Thomas (collectively the "Pitchcroft Group"), who currently hold 1,578,327 Ordinary Shares, representing 13.4% of the Company's current issued share capital, have agreed to subscribe for, in aggregate, 1,077,160 Placing Shares representing a cash subscription of £269,290. Following Admission, the Pitchcroft Group's revised holding of 2,655,487 Ordinary Shares will represent 12.3% of the Company's issued share capital as enlarged by the Placing.

John Story, who currently holds 1,379,161 Ordinary Shares, representing 11.7% of the Company's current issued share capital, has agreed to subscribe for 941,236 Placing Shares representing a cash subscription of £235,309. Following Admission, John Story's revised holding of 2,320,397 Ordinary Shares will represent 10.7% of the Company's issued share capital as enlarged by the Placing.

RAB Capital, who currently hold 1,200,000 Ordinary Shares, representing 10.2% of the Company's current issued share capital, has agreed to subscribe for 818,964 Placing Shares representing a cash subscription of £204,741. Following Admission, RAB Capital's revised holding of 2,018,964 Ordinary Shares will represent 9.3% of the Company's issued share capital as enlarged by the Placing.

Alistair Muir, Non-executive Director, has agreed to subscribe for 100,000 Placing Shares representing a cash subscription of £25,000. Following Admission, Mr Muir will be interested in 100,000 Ordinary Shares, representing 0.5% of the Company's issued share capital as enlarged by the Placing.

In the event that their respective individual interests equal or exceed 25% of the issued share capital of the Company in the future, the Brandon Hill Group, the Pitchcroft Group, John Story and Mr Buckingham have each agreed to enter into a Relationship Agreement with the Company and Strand Hanson Limited (in its capacity as Nominated Adviser) on customary terms to be negotiated and agreed.

Related Party Transactions

The Brandon Hill Group, the Pitchcroft Group, John Story and RAB Capital are Substantial Shareholders holding in each case more than 10% of the Company's issued share capital and are therefore related parties as defined by the AIM Rules for Companies. In addition, Alistair Muir, by virtue of his role as a Non-executive Director, is a related party as defined by the AIM Rules for Companies (the "Related Parties").

Accordingly, the participation of the Related Parties in the Placing and the issue of Broker Warrants to the Brandon Hill Group constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. 

The Independent Directors, being the Directors other than Alistair Muir, having consulted with the Company's nominated adviser, Strand Hanson Limited, consider that the terms of the Related Parties' participation in the Placing and the issue of the Broker Warrants to the Brandon Hill Group, are fair and reasonable insofar as Edenville's shareholders are concerned.

Dr Jeff Malaihollo, Edenville's current Chairman and acting CEO, commented:

"I am delighted to welcome Tony Buckingham as a new shareholder. His experience and network of relationships are expected to open up additional asset acquisition opportunities. The Company announced earlier this year it intends to bring additional assets into the portfolio following the intended handover of operations at Rukwa to its strategic partner ILTL. The Placing, subject to shareholder approval, should, in our view, now provide the catalyst for these exciting developments to take place.

"I look forward to providing further updates as matters progress."

This announcement contains inside information for the purposes of the market abuse regulation (EU No. 596/2014) ("MAR").

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