Strategic Partnership, Equity Issue, Proposed New Director Appointment and Total Voting Rights
Ascent Resources Plc (LON: AST), the onshore Hispanic American and European focussed energy and natural resources company, announces the signature of a Strategic Collaboration Agreement with Beryl International (Pty) Ltd (“Beryl”), alongside agreeing a material equity investment by Beryl and the proposed appointment of a new Beryl nominated Non-Executive Director.
The Company has been actively pursuing an ESG metals strategy for some time, with a particular focus on Hispanic America and Europe. In support of this strategy, the Company and Beryl have signed a Strategic Collaboration Agreement in which the parties agree to work together to identify and potentially fund both those LATAM ESG Metals opportunities already identified by Ascent and new African opportunities introduced by Beryl. The Company believes that a number of opportunities contained within Beryl’s inventory of natural resource investments in South Africa are thematically consistent with Ascent’s strategy to acquire energy and resource processing businesses that offer early cashflow generation, modest capital investment, low geological risk and, critically, are consistent with the Company’s core priorities in the Environmental, Social and Governance arenas.
Ascent and Beryl will collaborate with a view to identifying and securing resource processing operations in Africa, which are typically expected to have relatively low geological risk and the opportunity of being near term cash generative with a route towards profitability within the first year of operations.
In support of the collaboration, Beryl has agreed to subscribe for £1,000,000 in new equity via a direct subscription (the “Subscription”) at 4 pence per new share (the “Issue Price”), being an 11% premium to the closing mid-market price of 3.6 pence on 22 February 2023. The Subscription is being subscribed for by Beryl’s new Mauritius domiciled entity called Beryl International Private Limited, created by Beryl for the purpose of this investment and will be conducted in two tranches, with a first tranche of £300,000 in new equity closing on 21 March 2023 (the “First Tranche”) and the balance of £700,000 closing on or before 30 June 2023 to enable compliance with exchange control regulations (the “Second Tranche”). Pursuant to the First Tranche the Company has agreed to issue 7,500,000 new ordinary shares of 0.5p nominal value each at the Issue Price (“First Tranche Subscription Shares”) and the Company expects to issue a further 17,500,000 new ordinary shares at the Issue Price (“Second Tranche Subscription Shares”) on completion of the Second Tranche. The First Tranche Subscription Shares are being issued out of the Company’s existing authorities and settlement of the First Tranche is expected to complete on or before 21 March 2023. As a result, Beryl will be beneficially interested in 5% of the ordinary share capital following the issue of the First Tranche Subscription Shares and is expected to be beneficially interested in 14% of the ordinary share capital of the Company, on completion of the Second Tranche. The Company intends to use the proceeds from the Subscription to advance and finalise its existing business development activities and consummate a new transaction either in LATAM or Africa. A further announcement will be made in relation to the Second Tranche in due course.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the First Tranche Subscription Shares to be admitted to trading on AIM (“Admission”) and it is expected that such Admission will occur at 8.00 a.m. on 22 March 2023. The First Tranche Subscription Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the First Tranche Subscription Shares, respectively and will otherwise be identical to and rank on Admission pari passu in all respects with the existing Ordinary Shares.
Following Admission of the First Tranche Subscription Shares, expected to occur at 8:00 a.m. on 22 March 2023, the Company will have 159,918,015 Ordinary Shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 159,918,015 and shareholders may use this figure 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.
Proposed New Director Appointment
As part of the proposed Subscription and Strategic Investment, Beryl has nominated Mr Fungai Chitungo as a non-executive Director of the Company and he will join the board subject to completion of customary regulatory checks. Mr Fungai Chitungo is the current Chief Investment Officer of Beryl International. He has a wealth of corporate finance and transaction advisory experience in mining and other sectors as well as solid business development expertise in South Africa and wider African territories.
Neverl Kambasha, Chairman of Beryl International (Pty) Ltd, commented;
“The strategic collaboration between Ascent and Beryl came at the perfect time as Beryl continues to grow and expand globally . We look forward to working with the Ascent team and achieving success together . ”
James Parsons, Chairman of Ascent Resources, commented:
“I am pleased to announce this strategic investment by Beryl, the broadening of our strategy to include South Africa and the proposed appointment of Fungai to the board.
These changes are all part of our plan in anticipation of our first ESG metals transaction, which I expect to be transformational for the company, introducing a cash generative and low risk processing business alongside our existing very significant Slovenian damages claim.”
Ascent Resources plc
Via Vigo Communications
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