Mustang Energy PLC VRFB-H Investment Update (9931X)
September 02 2022 - 2:30AM
UK Regulatory
TIDMMUST
RNS Number : 9931X
Mustang Energy PLC
02 September 2022
2 September 2022
Mustang Energy PLC
VRFB-H Investment Update
As announced on 27 April 2021, the Company acquired a 22.1%
interest ("Acquisition (Stage 1)") in VRFB Holdings Limited
("VRFB-H"), a joint venture partner in Enerox Holdings Limited
("EHL"), for a consideration of US$7,524,000 (the "Investment
Agreement"). The investment was financed through the issue of
US$8,000,000 Convertible Loan Notes ("CLNs") to several investors
("Noteholders") bearing 10% interest per annum, with surplus funds
being used to pay costs associated with the investment and working
capital.
As announced on 29 March 2022, a condition of the CLNs is that
if the Company's shares were not readmitted to the Official List
(by way of a Standard Listing) and to trading on the London Stock
Exchange's main market for listed securities ("Readmission") by 31
July 2022 or such later date as agreed between the Company and the
Noteholders (the "Maturity Date"), the Company has the right to
require Bushveld Minerals Limited ("BMN"), in return for the
Company transferring to Bushveld Energy Limited (a 84% owned
subsidiary of BMN) ("BEL") all its shares in VRFB-H (or such number
of shares as the Company would be required to transfer to BEL
pursuant to the Investment Agreement, to issue to each Noteholder
such number of new ordinary shares in BMN (at a price equal to the
20 day volume weighted average price of a new BMN ordinary share
prior to the date of issue) as is equivalent to the principal
amount of each Noteholder's CLNs together with all accrued and
unpaid interest thereon (the "Backstop").
BEL holds a 50.5% interest in VRFB-H. Acacia Resources Limited
("Acacia"), which currently has a 24.03% shareholding in the
Company, owns the remaining 27.4% interest of VRFB-H.
As announced on 3 August 2022, the Company and Acacia have
entered into a conditional Share Exchange Agreement pursuant to
which the Company proposes to acquire Acacia's 27.4% shareholding
in VRFB-H ("Acquisition (Stage 2)") for a consideration of
US$10,548,945 to be converted to GBP:GBP using an exchange rate of
GBPGBP1.00/US$1.225 and to be satisfied by the proposed issue of
43,056,989 new ordinary shares in the capital of the Company issued
at 20 pence each (the "Consideration Shares").
The parties to the Investment Agreement, including the Company,
have agreed to extend the Maturity Date until 28 October 2022 to
allow for the finalisation of a prospectus and review process of
that prospectus by the Financial Conduct Authority ("FCA") in
connection with Readmission, a process that has commenced.
Additionally, the Company has been notified by a Noteholder of
CLNs (the "Redeeming Noteholder") with a principal amount of
US$1.25 million (and accrued and unpaid interest thereon) that it
wishes to effect the Backstop in respect of its CLNs (the "Backstop
CLNs"). BMN and the Redeeming Noteholder are currently in
discussions to finalise the arrangements to effect the Backstop
CLNs.
ENQUIRIES
For further information, please visit www.mustangplc.com ,
follow us on Twitter @Mustang_Plc , or contact:
Mustang Energy PLC
Dean Gallegos, Managing Director
dg@mustangplc.com
+61 416 220 007
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