THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
2019/310 ("MAR")
20 December 2024
Oneiro Energy plc
("Oneiro" or the "Company")
Loan funding
Oneiro Energy plc (LSE:ONE), the LSE-quoted
company focussed on energy transition, announces that it has
entered into agreements to raise, in total, £275,000 (the "Loan
Funds"). The Loan Funds will be used to support the Company's
working capital requirements as it works towards the completion of
its proposed acquisition (the "Proposed Acquisition") of Switch
Metals Côte d'Ivoire Sarl ("Switch Metals").
The Loan Funds are intended to be drawn down in
full immediately and are to be repaid by the earlier of the
completion of the Proposed Acquisition ("Admission") and associated
fundraise ("Fundraise") or the date falling twelve months from the
date of the Loan Funds documentation ("Repayment Date") and attract
interest at a fixed rate of 10%, repayable on the Repayment
Date.
Convertible
loan notes
Of the Loan funds, £200,000 has been raised
with existing shareholders of the Company through the issue of
convertible loan notes ("Convertible Loan Notes" or "CLNs"). Under
the CLNs, the principal, along with the fixed interest, may be
converted into new ordinary shares of £0.0085 in Oneiro ("Ordinary
Shares") solely at the election of the lender ("CLN Lenders") at or
following Admission. The conversion price will be the price at
which new Ordinary Shares are issued pursuant to the Fundraise (the
"Issue Price").
CLN Lenders will also receive warrants over new
Ordinary Shares at Admission over an amount equivalent to the
principal amount of the Loan Funds plus accrued interest, with such
number of warrants calculated by reference to the Issue Price (the
"CLN Warrants"). The CLN Warrants will be exercisable at a 50 per
cent. premium to the Issue Price.
The CLN Lenders would also be entitled to
receive additional warrants if warrants are to be attached to the
Fundraise and on the same terms as any Fundraise warrants, should
the CLN Lenders choose to convert the CLNs on Admission.
Director and
proposed director loans
A total of £75,000 of the Loan Funds are being
provided via loan agreements (the "Loans") with Andy Yeo
(Non-Executive Chairman), for £50,000, and Karl Akueson (CEO of
Switch Metals and proposed CEO of the enlarged group on completion
of the Proposed Acquisition), for £25,000. The Loans have been
provided on the same terms as the CLNs, save that their commitments
do not include any conversion provisions and no right to receive
warrants as described above, due to these individuals being in a
closed period under MAR pending publication of the documentation
being prepared in connection with the Proposed
Acquisition.
It is intended that the loan agreements with
Andy Yeo and Karl Akueson will be amended ahead of Admission to
bring them in line with the CLNs, including conversion rights on
the same terms as the CLNs.
Related Party
Transaction
The provision of the Loan by Andy
Yeo constitutes a material related party transaction for the
purpose of rule 7.3 of the FCA's Disclosure Guidance and
Transparency Rules. This material related party transaction has
been approved by the other member of Oneiro's board of directors,
John Treacy (Non-Executive Director). Mr Yeo recused himself from
the board's consideration of this transaction and did not vote on
the relevant board resolution.
Andy Yeo, Non-Executive Chairman of Onerio,
commented:
"We continue to make good progress
on the proposed acquisition of Switch Metals, a mining exploration
company focused on battery minerals and technology metals in Côte
d'Ivoire and we look forward to updating shareholders early in the
New Year.
Contact details:
Oneiro Energy plc
Andy Yeo, Non-Executive Chairman c/o Allenby
Capital
+44 (0) 20 3328 5656
Allenby Capital Limited (Financial Adviser
& Joint Broker)
Corporate
Finance: Nick Harriss / James Reeve / Liz Kirchner / Lauren
Wright
Sales: Kelly
Gardiner / Matt Butlin
Contact: +44 (0) 20 3328 5656
Fortified Securities (Joint
Broker)
Guy Wheatley:
guy.wheatley@fortifiedsecurities.com
Greenwood Capital Partners (Equity Capital
Markets Adviser)
John Prior,
Nick Orgill: info@greenwoodcp.co.uk
