Chariot Limited (AIM: CHAR) Proposed Placing, Subscription and Open Offer

Proposed Placing and Subscription to raise approximately US$6 million (£4.6 million)

and Open Offer to raise up to US$2 million (£1.5 million)

Chariot (AIM: CHAR), the Africa focused transitional energy company, is pleased to announce its intention to undertake a fundraising by way of a placing (the “Placing”) and a direct subscription (the “Subscription”) of, in aggregate, approximately US$6 million (£4.6 million) net of expenses and an open offer (the “Open Offer”) of up to US$2 million (£1.5 million) (the Placing, Subscription and Open Offer together the “Fundraising”). Pursuant to the Fundraising, it is estimated that the Company will issue approximately 71,445,582 new Ordinary Shares pursuant to the Placing and the Subscription and up to 23,815,194 new Ordinary Shares pursuant to the Open Offer, in each case at an issue price of 6.5 pence per share (the “Issue Price”).

The Placing will be conducted in accordance with the terms and conditions set out in Appendix 2 to this announcement (this “Announcement”) by way of an accelerated bookbuild (“Bookbuild” or “ABB”) at the Issue Price which will be launched immediately following this Announcement. The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of Cavendish Capital Markets Limited and Stifel Nicolaus Europe Limited (together, the “Joint Bookrunners”) and the Company. The results of the Placing and Subscription will be announced as soon as practicable after the close of the Bookbuild.  The Placing is not being underwritten.

As part of the Fundraising, the Company proposes to raise up to US$2 million (£1.5 million) by the issue of New Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price.

Highlights:

·    The net proceeds of the Fundraising will be used as follows in order to:

o  Strengthen the balance sheet to continue to progress and deliver value from Chariot’s portfolio of projects

o  Secure a material new venture opportunity with multi-billion barrel potential

o  Progress onshore gas commercialisation plans in Morocco to build a gas to industry supply

·    As well as securing the new venture opportunity, other key near term catalysts include the offshore drilling and testing of the Anchois-East well in partnership with Energean which is expected to commence mid-August 2024 with the objective to unlock a final investment decision (“FID”) on the development, and a flow test on the gas discovery in the onshore Loukos licence, also planned for Q3 2024.

·    As part of the Subscription, certain Directors and senior managers of the Company intend to subscribe for New Ordinary Shares for approximately US$1 million (£0.8 million), of which Adonis Pouroulis intends to subscribe for approximately US$0.7 million (£0.5 million).

·    Open Offer on the basis of 1 Open Offer Share for every 46 Existing Ordinary Shares held¹.

·    Following the close of the Bookbuild, the Company expects to send the Circular, containing a notice of General Meeting, on or about 24 July 2024. Full details of the Open Offer, a proxy form and (where applicable) an Open Offer application form will also be included within, or sent with, the Circular.

¹ In the event that the rate of British Pounds Sterling to United States Dollars fluctuates significantly before the date of the Circular, the number of Open Offer Shares issued may change.

Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot, said:

“Chariot has a number of key catalysts coming up over the next few months that have the potential to transform the growth profile of the business. The next step for our offshore acreage is the drilling and testing of the Anchois-East well offshore Morocco, in partnership with Energean, which will commence mid-August. With this multi-objective well we are looking to upscale the development of the Anchois gas project by testing two undrilled gas sands with the potential to increase the field resources by 60%, and to move to a Final Investment Decision as quickly as possible. Our flow test at the OBA-1 well on the Loukos licence planned in Q3 will also inform our forward programme onshore, as we look to unlock and develop an early commercial opportunity here, through our recently announced partnership with Vivo.

Concurrently, we are progressing with the financing of our Transitional Power division which would provide a direct look-through valuation for this business and importantly unlocks large-scale renewable projects in South Africa and expansion of Etana, our electricity trading platform.

Beyond our existing portfolio, following the successful deal with Energean, the Chariot team have been evaluating a number of material new venture opportunities. We have identified a priority target which if successfully secured, would bring material scale to our portfolio and we look forward to providing updates on these developments as soon as we are able to.”

The New Ordinary Shares issued pursuant to the Fundraising will be issued as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares from their admission to trading on AIM.

The Fundraising is conditional, inter alia, upon the passing of the Resolutions (as defined below) at the General Meeting, on admission of the New Ordinary Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, neither the Placing, the Subscription nor the Open Offer will proceed.

Assuming the Open Offer is allocated in full and US$8 million is raised pursuant to the Placing and Subscription, the New Ordinary Shares will represent approximately 8.9 per cent. of the Company’s issued share capital prior to the Fundraising. The Issue Price of 6.5 pence per New Ordinary Share represents a discount of approximately 13.3% to the closing mid-market price of 7.5 pence per Ordinary Share on 18 July 2024, being the last trading day immediately preceding the date of this Announcement.

Appendix 1 and Appendix 2 form part of this Announcement. A timetable of principal events is set out in Appendix 1. Capitalised terms have the meaning set out in Appendix 3 to this Announcement.

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