Oracle Power Regulatory News (ORCP)

28 November 2019

Oracle Power PLC

("Oracle", the "Company" or the "Group")

Investment by the Private Office of His Highness Sheikh Ahmed Bin Dalmook Al Maktoum

Proposed Fundraise of £700,000

Directors' Dealing

Related Party Transactions

Oracle, the UK energy developer of a combined lignite mineral resource and mine mouth power plant located in the Thar desert in the south-east of Sindh Province, Pakistan, is pleased to announce that the private office of Sheikh Ahmed Bin Dalmook Al Maktoum (the "Investor") has agreed to invest an aggregate of £500,000 towards a placing to raise gross proceeds of £700,000 (the "Placing"), arranged by Brandon Hill Capital Limited ("Brandon Hill Capital"), at a price of 0.25p per share (the "Issue Price"). The Placing will be conducted in two stages with the second stage subject to shareholder approval at a general meeting of the Company to be convened in due course.

Subject to shareholder approval, the Investor will hold 200,000,000 shares in the Company. In addition, also subject to shareholder approval at a general meeting, the Investor will be issued with 300,000,000 warrants exercisable at the Issue Price for a period of two years ("Placing Warrants"). Upon a successful completion of both stages of the Placing, the Investor will have a holding of approximately 11.5% of the Company's issued share capital (as enlarged by the Placing). In the event the Investor elects to exercise all of its warrants, it would result in an enlarged holding of approximately 22.3% of the Company's then enlarged issued share capital (assuming no other issue of new ordinary shares).

Background to the Investment

The investment by the Investor is regarded by Oracle as an important investment and follows a recent update by the Company that its flagship Block VI has been included in a proposed new initiative between the governments of Pakistan and China with respect to gasification of coal into fertilizer projects.

The Investor has a broad portfolio of investments in the natural resources sector and the Company believes this experience should significantly aid Oracle in moving its projects forward.

Further details on the Placing

In addition to the Investor's commitment, subject to shareholder approval, the Company has raised a further £200,000 pursuant to the Placing. This includes subscriptions of £40,000 by the Company's CEO, Naheed Memon, and £10,000 by the Company's Chairman, Mark Steed. In aggregate the subscriptions will result in the issue of, 80,000,000 new ordinary shares. Ms Memon and Mr Steed will, subject to shareholder approval, be granted 24,000,000 Placing Warrants and 6,000,000 Placing Warrants respectively (together, the "Director Warrants").

The net proceeds of the Fundraise will be utilised for general working capital purposes as the Company progresses activities in Pakistan.

The Placing will be completed in two stages. The first stage comprises the issue of 100,000,000 new ordinary shares to the Investor at the Issue Price (the "First Stage"), which will utilise the Company's existing authorities to allot shares for cash. The second stage will comprise the issue of 100,000,000 new ordinary shares to the Investor and 80,000,000 new ordinary shares to the remaining investors as outlined above (the "Second Stage"). In order to issue the shares associated with the Second Stage and the warrants, including those warrants announced herein and the 200,000,000 warrants with an exercise price of 0.5p per share announced on 12 August 2019 (the "August Warrants"), the Company will need to obtain shareholder approval to issue shares for cash at a duly convened general meeting. Accordingly, a circular will be posted to shareholders in due course.

Related party transactions

The participations of Naheed Memon and Mark Steed in the Placing and the proposed issue of the Director Warrants, as directors of the Company, constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent director (being Andreas Migge) considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of Ms Memon's and Mr Steed's participation in the Placing (including receiving Director Warrants) are fair and reasonable insofar as the Company's shareholders are concerned.

In its capacity as broker to the Placing, the Company will pay cash fees of £35,000 and, subject to shareholder approval, issue 14,000,000 warrants to Brandon Hill (exercisable at 0.25p for a period of two years) (the "Broker Warrants") (taken together, the "Brandon Hill Fees"), which, together with its connected entities, is a substantial shareholder of the Company. In addition, Neal Griffith and Oliver Stansfield, Directors of Brandon Hill and existing Oracle shareholders, have agreed to subscribe for £15,000 each in the Second Stage (the "Brandon Hill Subscriptions") and accordingly, subject to shareholder approval, will each be issued with 9,000,000 Placing Warrants (together with the Brandon Hill Subscriptions, the "Brandon Hill Participation").

The payment of the Brandon Hill Fees and the Brandon Hill Participation constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent director (being Andreas Migge) considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the payment of the Brandon Hill Fees and the Brandon Hill Participation are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and total voting rights

Application will be made to the London Stock Exchange plc for the 100,000,000 First Stage shares to be admitted to trading on AIM ("Admission"). Dealings in the First Stage shares on AIM are expected to commence at 8:00 a.m. on or around 2 December 2019.

Following Admission, for the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, Oracle will have 1,559,468,634 ordinary shares in issue with voting rights attached (one vote per share). The Company does not hold any shares in treasury. This figure of 1,559,468,634 ordinary shares may be used by the Company's shareholders 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 under the Financial Conduct Authority's Disclosure and transparency Rules.

As detailed above, the Company will be seeking shareholder approval for, inter alia, the issue of the 180,000,000 Second Stage shares, the 420,000,000 Fundraise Warrants and the 200,000,000 August Warrants, at a duly convened general meeting, for which a circular will be posted to shareholders in due course.

An application for Admission of the Second Stage shares to trading on AIM will be made in due course, with Admission expected to take effect shortly after conclusion of the general meeting to be convened.

Naheed Memon, CEO of Oracle, commented:

"We are honoured and delighted to welcome His Highness Sheikh Ahmed Bin Dalmook Al Maktoum as a shareholder in Oracle. His extensive network and global relationships are expected to help the Company as it seeks to unlock the inherent value of Block VI and its sizeable coal resources.

As stated previously, Oracle is engaged in ongoing discussions with other State-Owned Enterprises in both Pakistan and China which have expressed a willingness to provide financial and technical support in the event Block VI was included in a coal gasification to fertiliser initiative, which has now been acknowledged by both governments. Following today's announcement, the Company will now seek to advance these discussions towards a positive conclusion.

We believe this is a truly exciting time for the Company and I look forward to updating the market on subsequent developments."

For further information please contact:

PDMR Notification Form

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.