EDL.L Regulatory News (EDL)

1 June 2023

Edenville Energy Plc

("Edenville" or the "Company")

Strategic Investment and Board Changes

Edenville Energy Plc (AIM: EDL), an African focused mine operator and developer, is pleased to announce that is has raised £1.468 million through direct subscriptions, at 5.0 pence per share, by two African focused mining investment groups, and further announces proposed changes to its Board of Directors including the appointment of Jason Brewer as Executive Director.

Highlights

· £1,468,000 capital raising at 5.0 pence per share ("Issue Price") being undertaken in two tranches ("Capital Raising"), comprising £575,000 under the Company's existing share issuance authorities and a further £893,000 to be completed subject to shareholder approval at a General Meeting ("GM") to be convened shortly

· Q Global Commodities Group ("QGC), one of South Africa's leading independent commodity, mining, logistics and investment funds to subscribe, via its wholly-owned subsidiary AUO Commercial Brokerage LLC, in total for £879,330 and, subject to shareholder approval at the GM, become the Company's major shareholder with a 29.95% interest

· Gathoni Muchai Investments Limited ("GMI"), an East Africa based mining investment group to subscribe in total for £588,670 and become a major shareholder of the Company, subject to shareholder approval at the GM, with a 20.05% interest

· Conditional upon shareholder approval at the GM, QGC and GMI will also each receive warrants allowing them to subscribe for, in total, 5,451,691 new ordinary shares in the Company at an exercise price of 25 pence each, exercisable until 25 May 2024 ("Fundraise Warrants")

· Funds from the Capital Raising to be used by the Company to fund its ongoing working capital requirements and for due diligence costs associated with ongoing review work of potential new and strategically complimentary projects in Africa

· Jason Brewer, a director of GMI and the CEO of London-listed Marula Mining Plc, and who is based in East Africa, has been appointed Executive Director of the Company, effective immediately. Mr Nicholas (Nick) von Schirnding, Non-Executive Chairman intends to step down as a director of the Company with effect from the conclusion of the GM

· It is intended that QGC's Quinton van der Burgh will join the Board of Directors as Director and Non-Executive Chairman following conclusion of the GM, subject to satisfactory completion of customary due diligence by the Company's Nominated Adviser.

Capital Raising

The Capital Raising is to be undertaken in two tranches through the issue in aggregate of a total of 29,360,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at the Issue Price.

Firm subscriptions for £575,000 have been received and will result in the issue of 11,500,000 new Ordinary Shares at the Issue Price ("Firm Subscriptions"). The Firm Subscriptions have been undertaken under the Company's existing share issuance authorities.

A further £893,000 has been subscribed by way of conditional subscriptions for 17,860,000 new Ordinary Shares at the Issue Price, to be issued subject to shareholder approval at a GM of the Company to be convened shortly ("Conditional Subscription").

Fundraise Warrants are also to be issued to both QGC and GMI under the Capital Raising, with QGC to be issued with 3,265,555 warrants at an exercise price of 25 pence exercisable until 25 May 2024, and GMI with 2,186,136 warrants on the same terms. The issue of the Fundraise Warrants will be subject to shareholder approval at the GM of the Company. Each of QGC and GMI have agreed that, unless a waiver of the obligation to make a general offer under Rule 9 of the City Code on Takeover and Mergers has been obtained, 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 Fundraise Warrants.

The funds raised from the Capital Raising are to be used by the Company to fund its ongoing working capital requirements and on its corporate and mining development activities. These funds will also be applied to ongoing and new review work of potential additional strategically complimentary advanced mining and mine development projects located in Africa.

New Strategic Investors

The Capital Raising has been undertaken with two strategic investors, QGC and GMI, both of whom will become major shareholders in the Company.

QGC is one of South Africa's leading independent commodity, logistics and investment funds 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, one of South Africa's leading mining entrepreneurs, who has almost 20 years of mining experience and has developed over 47 projects to mining stage, including two large-scale mining companies.

As part of the Capital Raising, QGC, through Dubai based AUO Commercial Brokerage LLC, is subscribing for a total 17,586,598 new Ordinary Shares and will, subject to shareholder approval at the GM, invest £879,330 in the Company to become its single largest shareholder with a 29.95% interest.

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.

GMI is subscribing for a total 11,773,402 new Ordinary Shares under the Capital Raising and will, subject to shareholder approval at the GM, invest £588,670 in the Company to become its second largest shareholder with a 20.05% interest.

The QGC and GMI shareholdings following the Firm Subscription and Conditional Subscription, and issue of Director Fee Shares (as defined below), will be:

Board Changes

Jason Brewer has been appointed Executive Director of the Company, effective immediately.

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.

In addition, Nicholas (Nick) von Schirnding, Non-Executive Chairman, intends to step down as a director of the Company with effect from the conclusion of the GM.

Following the GM, it is intended that Mr Quinton van der Burgh will join the board as Director and Non-Executive Chairman, 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.

In addition, the Company is seeking to further enhance the Board and will update on progress in due course.

Business and Operations Update

The Company is continuing to run the day to day operations at Rukwa while continuing discussions with the Mining Commission in Tanzania (the "Commission"), to ensure the Company is in full compliance with local regulations, and looks forward to remedying the outstanding matters concerning the mining licence in consultation with the Commission on a timely basis. In addition, following completion of the Capital Raising, it is expected that the Company, in consultation with the regional mining office, will assess its ongoing level of investment, and targeted output, in Rukwa.

Since the Company's announcement on 28 March 2023, there have been no further developments in the Courts regarding Upendo Group Ltd.'s claim, save that the Company is now expecting a preliminary hearing in June 2023.

QGC and GMI have each separately agreed to enter into a Relationship Agreement with the Company conditional upon shareholder approval for the Capital Raise, such agreements to contain customary protections for the Company. Each Relationship Agreement will remain in force while each respective shareholder retains an interest of 20% or more of the then issued share capital of the Company.

Shares Issued in Lieu of Director Fees and Related Party Transaction

Directors of the Company, Paul Ryan and Noel Lyons, intend to convert £50,000 of outstanding director fees (for 2022) into 1,000,000 new Ordinary Shares at the Issue Price of 5.0 pence per share ("Director Fee Shares"), subject to the passing of the resolutions at the GM.

Mr Lyons and Mr Ryan are both executive Directors of the Company and the issue of the Director Fee Shares will constitute related party transactions as defined by Rule 13 of the AIM Rules for Companies. Nick von Schirnding and André Hope both being independent Non-Executive Directors of the Company having consulted with the Company's nominated advisor, Strand Hanson Ltd, consider the terms of the issue of the Director Fee Shares to be fair and reasonable insofar as the Company's shareholders are concerned. 

General Meeting

A General Meeting to seek shareholder approval for the allotment of the Conditional Subscription Shares and Director Fee Shares is expected to be held by early July 2023. A circular, including the notice of GM, will be published shortly.

Admission and Total Voting Rights

The 11,500,000 new Ordinary Shares pursuant to the Firm Subscriptions ("Firm Subscription Shares") will be issued under the Company's existing share authorities and will rank pari passu in all respects with the Company's existing Ordinary Shares. The issue of Firm Subscription Shares is conditional, inter alia, on receipt by the Company of the Firm Subscription funds and admission of the Firm Subscription Shares to trading on AIM ("Admission"), and such Admission becoming effective. Application will be made to the London Stock Exchange for the Firm Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Firm Subscription Shares on AIM will commence at 8.00 a.m. on or around 9 June 2023.

On Admission, the Company's issued share capital will consist of 38,859,861 ordinary shares, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 38,859,861 and this figure may be used by shareholders following Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Application for admission to trading on AIM of the 17,860,000 new Ordinary Shares pursuant to the Conditional Subscriptions and the 2,000,000 new Ordinary Shares pursuant to the Director Fee Shares will be made and notified in due course.

Enquiries:

Further information on Mr Jason Brewer's appointment

The following details in relation to the appointment of Mr Brewer are disclosed in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies.

Mr Jason Paul Brewer (aged 53) has held the following directorships and/or partnerships in the past 5 years:

Mr Brewer was a Director of Kupang Resources Ltd (now Kupang Resources Pty Ltd) when a voluntary administrator was appointed on 29 July 2015 with regards to an outstanding payment following a legal dispute with litigation funder International Litigation Partners Pte Limited. The case has now been resolved and Kupang Resources Pty Ltd remains an ongoing operating company, from which Mr Brewer resigned on 23 October 2018.

Other than the information contained within this announcement, there is no further information required to be disclosed pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

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.