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Notice of AGM

10 Jul 2023 07:00

RNS Number : 4184F
Edenville Energy PLC
10 July 2023
 

10 July 2023

Edenville Energy Plc

("Edenville" or the "Company")

Notice of AGM

Related Party Transactions

Proposed Change of Name

 

Edenville Energy Plc (AIM: EDL), an African focused mine operator and developer, announces that the the Company's Annual General Meeting ("AGM") will be held at the offices of Fasken Martineau LLP at 100 Liverpool Street, London, EC2M 2AT on 3 August 2023 at 11.00 a.m. The notice of AGM has been published and is available on the Company's website at: https://edenville-energy.com/aim-rule-26/

The AGM will include certain resolutions pursuant to the Company's announcements on 1 June 2023 and 2 June 2023 in connection with the Company's recent capital raising, proposed issue of shares and warrants to certain directors and proposed change of name. This includes resolutions to grant the Directors the authority to allot shares and disapply pre-emption rights (the "Share Authority Resolutions").

Background to the Capital Raising

The Company announced on 1 June 2023 that it had raised £1,468,000 (before expenses) (the "Capital Raising") from strategic investors Q Global Commodities Group ("QGC"), a South African commodity, mining, logistics and investment fund and Gathoni Muchai Investments Limited ("GMI"), an East Africa based mining investment group under two tranches comprising: (i) £575,000 under the Company's existing share allotment authorities ("Firm Subscription") and (ii) subject to the Share Authority Resolutions being passed at the AGM, a further £893,000 ("Conditional Subscription").

Under the Firm Subscription the Company issued 7,000,000 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") to QGC and 4,500,000 new Ordinary Shares to GMI at a subscription price of 5 pence per Ordinary Share ("Firm Subscription Shares"). The Firm Subscription Shares were admitted to trading on AIM on 12 June 2023.

Under the Conditional Subscription the Company has conditionally allotted, subject to the Share Authority Resolutions being passed at the AGM, 10,586,598 new Ordinary Shares to QGC and a further 7,273,402 new Ordinary Shares to GMI ("Subscription Shares").

Subject to the Share Authority Resolutions being passed at the AGM, QGC will also receive warrants to subscribe for 3,265,555 new Ordinary Shares and GMI will also receive warrants to subscribe for 2,186,136 new Ordinary Shares, each with an exercise price of 25 pence per share, exercisable until 25 May 2024 ("Fundraise Warrants").

The AGM will seek Shareholders' approval to allot 17,860,000 Subscription Shares, 5,451,691 Fundraise Warrants, 3,500,000 Director Fee Shares and 3,600,000 Director Warrants, as further described below. It is also proposed to obtain a general authority to allot further equity securities on both a non pre-emptive basis and on a pre-emptive basis. If the Share Authority Resolutions are passed, the Subscription Shares, the Fundraise Warrants, the Director Fee Shares and Director Warrants are expected to be issued immediately after the AGM.

The Directors do not currently have the authority under section 551 of the Companies Act 2006 to allot the Subscription Shares, the Fundraise Warrants, the Director Fee Shares and the Director Warrants. The Subscription Shares, the Fundraise Warrants, the Director Fee Shares and the Director Warrants will not be allotted therefore until the Share Authority Resolutions are passed at the AGM.

GMI is a Nairobi-based investment firm focused on mining, property and retail sectors and headed up by Mr Jason Brewer and Ms Jackline Muchai. GMI have existing investments in four East African countries, including Tanzania and are a major shareholder in London-listed and battery metals focused mining company Marula Mining plc, and new uranium mine development company Neo Energy Metals Limited, which is in the process of coming to market by way of a reverse takeover of London Stock Exchange listed Stranger Holdings plc.

QGC is a South African based commodity, logistics and investment fund and has a broad global network in the mining finance sectors and the marketing and sales of commodities. QGC has 12 thermal coal mines currently under management and is actively expanding its metal mining interests throughout Southern and East Africa through direct equity investments and partnership and co-development agreements with a number of emerging mining and exploration companies.

QGC is led by Mr Quinton van der Burgh, who has almost 20 years of mining experience and has developed over 47 projects to mining stage, including two large-scale mining companies.

If the Share Authority Resolutions are passed at the AGM, following issue of the Director Fee Shares and completion of the Conditional Subscription, QGC will hold, via its wholly-owned Dubai incorporated subsidiary AUO Commercial Brokerage LLC, 29.20% of the Company's enlarged share capital and GMI will hold 19.55% of the enlarged share capital.

Funds from the Capital Raising will be used by the Company to fund its ongoing working capital requirements and due diligence on potential new and strategically complimentary projects in Africa.

The Conditional Subscription

The Company has conditionally raised £893,000 (before expenses) by way of the Conditional Subscription. Application will be made for the Subscription Shares to be admitted to trading on AIM, conditional on the Share Authority Resolutions being passed at the AGM.

Subject to completion of the Conditional Subscription, QGC and GMI will also receive an aggregate of 5,451,691 Fundraise Warrants. If the Fundraise Warrants are exercised in full, this would result in the issue of a further 5,451,691 new Ordinary Shares, raising £1,362,922 for the development of the Company's business, and which would represent in aggregate approximately 8.3% of the Company's share capital as enlarged by the Subscription Shares, the Director Fee Shares and assuming full exercise of the Fundraise Warrants.

Each of QGC and GMI have agreed that, unless the Takeover Panel grants a waiver from the requirement to make an offer under Rule 9 of the City Code on Takeover and Mergers, their individual interests in the Company's Ordinary Shares, including those of any persons deemed to be acting in concert with them, 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 Fundraise Warrants or otherwise. Each of QGC and GMI have also agreed that to the extent QGC are unable to subscribe for their full allocation of Subscription Shares because their holding would otherwise exceed 29.99% of the total voting rights, then GMI will subscribe for such number of Subscription Shares so that the Company receives the same amount of subscription funds.

The Conditional Subscription is conditional on the Share Authority Resolutions being passed at the AGM and Admission.

Board Changes

Jason Brewer was appointed Executive Director of the Company on 1 June 2023.

Mr Brewer, is a Director of GMI and currently the Chief Executive Officer of Marula Mining plc (AQUIS: MARU) ("Marula"), an African battery metals focused mining and development company which has a broad portfolio of mining and exploration projects in South Africa, Tanzania and Zambia. Marula currently operates the Blesberg Lithium Mine in South Africa, and is developing the Kinusi Copper Mine in Tanzania as well as advancing a number of graphite and rare earth elements projects in Tanzania and Zambia. Mr Brewer is a senior mining executive with over 25 years of experience in international mining, financial markets and investment banking and being based in Nairobi is ideally positioned to oversee the development of our current mining and exploration ongoing projects in East Africa, and his on-site presence will prove invaluable in identifying and securing new mining and mine development opportunities for the Company.

Following the AGM, it is intended that Mr Quinton van der Burgh will join the board as Non-Executive Director subject to the satisfactory completion of customary due diligence by the Company's nominated adviser. A further announcement in that regard will be made in due course.

It is anticipated that Nicholas (Nick) von Schirnding, Non-Executive Chairman, will resign as Director and Non-Executive Chairman of the Company once Mr van der Burgh joins. In addition, the Company is seeking to further enhance the Board and will update on progress in due course.

Ordinary Shares Issued in lieu of Director Fees

Subject to the passing of the Share Authority Resolutions at the AGM, the Company has agreed to issue a total of 2,000,000 new Ordinary Shares at a subscription price of 8.75 pence per share to Paul Ryan in lieu of £175,000 of accrued outstanding director fees and bonuses (for 2022 and 2023) and the Company will issue a total of 1,500,000 new Ordinary Shares at a subscription price of 8.75 pence per share to Noel Lyons in lieu of £131,250 of accrued outstanding director fees and bonuses (for 2022 and 2023) ("Director Fee Shares"). These measures will assist the Company to preserve cash resources during a period of business development and expected growth. These Director Fee Shares are in substitution for the proposed issue of Director Fee Shares in respect of certain accrued fees for 2022, as referred to in the Company's announcement of 1 June 2023.

Director Warrants

The Company also intends, in order to provide a meaningful incentivisation package for executive directors, to grant Director Warrants over a total of 3,600,000 new Ordinary Shares to the Executive Directors on the terms summarised below. The Director Warrants are exercisable at 9.125 pence per share, being the closing price on 6 July 2023, are non-transferable and shall vest as to 50% upon issue and 50% on the first anniversary of issue, subject to continued employment.

Director

Director Warrants

Exercise Price (per Warrant)

Exercise Period

Paul Ryan

1,200,000

9.125p

5 years from the date of grant

Noel Lyons

1,200,000

9.125p

5 years from the date of grant

Jason Brewer

1,200,000

9.125p

5 years from the date of grant

 

Related Party Transactions

The issue of the Director Fee Shares and grant of the Director Warrants ("Director Issues") constitute related party transactions as defined by Rule 13 of the AIM Rules for Companies. Nick von Schirnding and André Hope, being the Directors of the Company independent of the Director Issues as at the date of this announcement, having consulted with the Company's nominated advisor, Strand Hanson Limited, consider the terms of the Director Issues to be fair and reasonable insofar as the Company's shareholders are concerned.

Relationship Agreements

On Admission QGC and GMI (the "Investors") will hold 29.20% and 19.55%, respectively, of the Company's share capital, as shown in the table below.

 

Investors

Firm Subscription Shares

% Shareholding post Firm Subscription

Subscription Shares

Shareholding post completion of the Conditional Subscription

% of Enlarged Share Capital

QGC

7,000,000

18.01%

10,586,598

17,586,598

29.20%

GMI

4,500,000

11.58%

7,273,402

11,773,402

19.55%

TOTAL

11,500,000

 

17,860,000

29,360,000

 

As each Investor will be a substantial shareholder in the Company following completion of the Conditional Subscription, the Investors have each entered into a Relationship Agreement with the Company and Strand Hanson, as nominated adviser. The Relationship Agreements will cease to have any effect if the Share Authority Resolutions are not passed. The Relationship Agreements contain customary protections for the Company. Under the terms of the Relationship Agreements each Investor agrees to ensure that the Company will at all times be capable of carrying on its business independently of the respective Investor and that all transactions and arrangements between each respective Investor and the Company will be on arm's length and on normal commercial terms. Each Relationship Agreement will remain in force while the respective shareholder retains an interest of 20% or more of the issued share capital of the Company.

Change of Name

As announced on 2 June 2023, the Company is proposing to change its name to "Shuka Minerals Plc" subject to shareholders passing a Special Resolution approving the name change at the AGM.

The Directors believe that the change of name better reflects the Company's key focus in Africa, values of environmental sustainability, community engagement and responsible mining practices.

The Company's name change is also in line with its strategic objectives and enhanced focus on investing in and developing mining assets in Africa, aligning perfectly with its long-term strategy.

Subject to the change of name becoming effective:

- the Company's market ticker will change from "EDL" to "SKA"

- the ISIN number will remain unchanged

- the Company does not expect to issue new share certificates

- The Company's website, containing the information to be disclosed pursuant to Rule 26 of the AIM Rules for Companies will be changed, with the new details to be notified at the time of change.

Admission and Total Voting Rights

An application will be made to the London Stock Exchange for Admission of the Subscription Shares and the Director Fee Shares, which is expected to occur at 8.00 a.m. on or around 9 August 2023.

Assuming the Share Authority Resolutions are passed and no other issue of new Ordinary Shares takes place (i.e. following the exercise of any existing options or warrants) prior to the AGM, on Admission the total issued share capital of the Company with voting rights will comprise 60,219,861 Ordinary Shares.

The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the above figure of 60,219,861 Ordinary Shares 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.

 

Enquiries:

Edenville Energy Plc

Jason Brewer - Executive Director

Noel Lyons - CEO

 

 

 

+254 (0)743 303075

Via IFC Advisory

Financial and Nominated Adviser

Strand Hanson Limited 

James Harris | Richard Johnson

 

+44 (0) 20 7409 3494

Broker

Tavira Securities Limited 

Oliver Stansfield | Jonathan Evans

 

+44 (0) 20 7100 5100

 

Financial PR and IR

IFC Advisory Limited 

Tim Metcalfe | Florence Chandler

+44 (0) 20 3934 6630

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

 

 

 

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