Corcel PLC Board Changes, Director Cash for Equity Swap (6145C)

TIDMCRCL

RNS Number : 6145C

Corcel PLC

14 June 2023

Corcel PLC

("Corcel" or the "Company")

Board Changes, Director Cash for Equity Swap, Director Dealings, TVR

14 June 2023

The Company is delighted to announce a series of changes to its Board following its recent pivot to oil and gas and the acquisition of an Angolan onshore oil portfolio.

Further to the announcement of Mr Antoine Karam joining the Board as a Non-Executive Director, the Company is pleased to announce that regulatory checks are now complete, and Mr Karam joins the Company with immediate effect as the Non-Executive Chairman. Mr Karam is a 45% shareholder of Extraction SrL which in turn is a 13.1% shareholder of the Company which will increase to a 20.5% shareholding once the placing announced on 28 March 2023 has fully completed.

Further to the announcement of Mr Yan Zhao joining the Board as a Non-Executive Director, the Company is also delighted to announce that regulatory checks are now complete, and Mr Zhao therefore joins the Company with immediate effect as Non-Executive Director.

Mr. Parsons, the Company's existing Chairman, will assume the role of Chief Executive Officer and Executive Director with immediate effect. Mr Kaintz, the Company's current Chief Executive Officer, will assume the role of Chief Financial Officer and will step down from the Board with immediate effect.

As previously announced, Scott Gilbert, (a vendor of APEX and experienced oil and gas investor and executive) will be joining the Board as a Non-Executive Director, subject to regulatory checks. In addition, Ms Geraldine Geraldo, the Company's recently appointed Chief Commercial Officer and MD Angola, will be joining the Board as an Executive Director subject to regulatory checks. Ms Geraldo is a Luanda based oil and gas professional and entrepreneur with a long experience working for Chevron in Angola.

Lord Henry Bellingham has agreed to step down from the Board with immediate effect. Mr Ewen Ainsworth has also agreed to step down from the Board once a new independent Director is appointed to the Board.

The Board of the Company will therefore, upon completion of all regulatory checks, consist of Mr Karam (Non-Executive Chairman), Mr Parsons (Chief Executive Officer), Ms Geraldo (Chief Commercial Offer and MD Angola) with Mr Zhao, Mr Gilbert and one new independent Director as Non-Executive Directors.

Corcel Non-Executive Chairman, Antoine Karam, commented: " I am delighted to be part of a determined and committed team, formed by the major shareholders, with the sole objective to increase the value of the assets of Corcel. As a newly formed Board, we are driven to support the management team to progress our pan-Angola/Brazil growth strategy ."

Director Dealings and Share Issuance

Mr. Parsons has elected to receive a portion of his salary in his new role for the next six months in the form of new ordinary shares in the Company. Accordingly, 12,447,965 new ordinary shares of the Company (reflecting the net of tax balance) have today been issued to Mr Parsons at GBP0.004 per share (a 29% premium to the closing price on 13 June 23).

The Company has also agreed to settle other historic employee obligations through the issuance of 2,425,863 new ordinary shares at a price of GBP0.004 per share.

The resultant Director shareholders are therefore as follows:

 
 Directors         Ordinary Shares             Total Shares   % of Issued      Warrants    Options 
                                                               Share Capital 
                   Direct       Indirect 
                  -----------  -------------  -------------  ---------------  ----------  ---------- 
 Antoine 
  Karam            -            77,142,857*    77,142,857     5.83%            -           - 
                  -----------  -------------  -------------  ---------------  ----------  ---------- 
 James Parsons     33,431,962   2,143,100      35,575,062     2.69%            2,381,250   9,587,764 
                  -----------  -------------  -------------  ---------------  ----------  ---------- 
 Ewen Ainsworth    2,253,429                   2,253,429      0.17%            1,281,250   2,805,942 
                  -----------  -------------  -------------  ---------------  ----------  ---------- 
 Yan Zhao          -            38,833,333**   38,833,333     2.93%            -           - 
                  -----------  -------------  -------------  ---------------  ----------  ---------- 
 

*a total of 171,428,570 shares held by Extraction SrL - of which Mr Karam holds a 45% shareholding in Extraction

** shares held through OZJ Global Pty Ltd 38,833,333 shares

The following information is disclosed pursuant to paragraph (g) Schedule two of the AIM Rules for Companies.

Antoine Karam (aged 64) directorships and partnerships in the last five years are as follows:

Current Directorships

EXTRACTION S.R.L.

SERIPITY ENERGIA S.R.L.

APPROOVIA

GAB LOTTO LIMITED

AFRIMART

OPENWAY GROUP

Past Directorships

GOGREEN STORE S.R.L.

CYBER1

AMWALINVEST S.A.L.

Yan Zhao (aged 45) directorships and partnerships in the last five years are as follows:

Current Directorships

SHANDONG NEW POWDER CO LTD

SHANDONG NEW POWDER COSMO AMT

HONG KONG NEW POWDER INTERNATIONAL TRADING LTD

SINGAPORE NEW POWDER COSMO LTD

INTEGRATED BATTERY METALS PTE. LTD.

ZIBO YOUZHI ENTERPRISE MANAGEMENT SERVICE CO., LTD.

SENTIENT BUSINESS MANAGEMENT (SHENZHEN) CO., LTD.

SALTA DEVELOPMENT LIMITED

Past Directorships

SENTIENT EQUITY PARTNERS

There is no further information to be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM Rules.

Total Voting Rights:

Application will be made for 14,873,828 new ordinary shares to be admitted to trading on AIM and it is expected that their admissions to AIM will take place on or around 20 June 2023.

Following Admission the Company's total issued share capital will consist of 1,324,186,234 Ordinary Shares, with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 1,324,186,234 from Admission. This figure may be used by shareholders in the Company 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 pursuant to the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

James Parsons Corcel Plc CEO

[e-mail]

   James Joyce / James Bavister /Andrew de Andrade                 WH Ireland Ltd NOMAD & Broker 

0207 220 1666

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 
 1      Details of the person discharging managerial responsibilities 
         / person closely associated 
 a)     Name                                       James Parsons 
       -----------------------------------------  ------------------------------------ 
 2      Reason for the notification 
       ------------------------------------------------------------------------------- 
 a)     Position/status                            PDMR (Chief Executive Officer) 
       -----------------------------------------  ------------------------------------ 
 b)     Initial notification/Amendment             Initial Notification 
       -----------------------------------------  ------------------------------------ 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ----------------------------------------------------------------------------- 
 a)    Name                                    Corcel plc 
      --------------------------------------  ------------------------------------- 
 b)    LEI                                     2138009ECXQQ3EGKVY57 
      --------------------------------------  ------------------------------------- 
 4     Details of the transaction(s): section to be repeated 
        for (i) each type of instrument; (ii) each type of transaction; 
        (iii) each date; and (iv) each place where transactions 
        have been conducted 
      ----------------------------------------------------------------------------- 
 a)    Description of the financial            Ordinary shares of GBP0.0001 
        instrument, type of instrument          each 
      --------------------------------------  ------------------------------------- 
       Identification code                     GB00BKM69866 
      --------------------------------------  ------------------------------------- 
 b)    Nature of the transaction               Issue of ordinary shares 
      --------------------------------------  ------------------------------------- 
 c)    Price(s) and volumes(s)                 Price(s)            Volume(s) 
      --------------------------------------  ------------------  ----------------- 
    GBP0.004                                                       12,447,965 
   ------------------                                             ----------------- 
 d)    Aggregated information                  N/A 
      --------------------------------------  ------------------------------------- 
  Aggregated volume                       N/A 
 --------------------------------------  ------------------------------------------ 
  Price                                   GBP0.004 
 --------------------------------------  ------------------------------------------ 
 e)    Date of the transaction                 13 June 2023 
      --------------------------------------  ------------------------------------- 

 f)    Place of the transaction                AIMX 
      --------------------------------------  ------------------------------------- 
 
 

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June 14, 2023 02:00 ET (06:00 GMT)