Regency Mines PLC Acquisition, Fundraising and TVR (4383Q)

TIDMRGM

RNS Number : 4383Q

Regency Mines PLC

19 June 2020

Regency Mines PLC

("Regency" or the "Company")

Acquisition of Battery Storage Developer

Fundraising

And

Total Voting Rights

19 June 2020

Regency Mines Plc (LON: RGM), the natural resource exploration and development company with interests in battery metals and flexible grid solutions, announces the purchase of a 50% interest in Weirs Drove Development Ltd ("WDD"), a developer of energy storage and solar projects in the United Kingdom with an initial site in Cambridgeshire.

Highlights:

o Regency's Flexible Grid Solutions division has acquired a 50% interest in WDD for GBP25,000 in cash

o The current WDD shareholders have subscribed for GBP30k of new shares in the Company

o The WDD portfolio comprises a number of battery storage projects, including the flagship 30MW ("Megawatt") energy storage project in Burwell, Cambridgeshire which benefits from an offtake offer from Limejump ltd, a subsidiary of Shell New Energies

o FGS has agreed to lend a further GBP100,000 upon the first WDD energy storage project reaching "shovel ready" status (which is expected shortly), repayable at Financial Close of the Burwell project - expected later this year

o Supporting the WDD transaction Regency has undertaken a fundraising of GBP210,000 (gross) at GBP0.01, a 5.3% premium to the closing bid price, which includes the GBP30k subscriptions from the principals of WDD

Scott Kaintz, CEO, commented : "We continue to make progress as we look to grow our business founded both on producing the materials that will generate energy during the carbon transition and on the infrastructure that will store and transport distributed power where needed.

We are delighted to expand our flexible grid solutions business with multiple new UK projects, several of which have early potential to be revenue generating and one of which comes with an offtake offer from Limejump, a Shell subsidiary. This acquisition is intended to deliver our key corporate objectives of near-term cash generation and follows our recent discounted debt acquisition bolstering our Battery Metals business, which is already benefitting from recent encouraging movements in Nickel prices.

The Flexible Grid Solutions division, with its low-risk near-term cash flow potential in the UK, continues to offer Regency investors an attractive balance to the significant blue-sky upside of the Company's battery metals mining portfolio.

The Weirs Drove team has a proven track record of execution on energy storage and solar projects across the UK, and we look forward to working together."

Investment in Weirs Drove Development

The Company has acquired a 50% interest in Weirs Drove Development Ltd., a debt free privately owned battery storage developer, for a GBP25,000 cash injection into the WDD business. FGS has further agreed to extend a shareholder loan of GBP100,000 once the first site at Burwell has met all shovel ready criteria which include a grid connection offer, full planning permission and an executed site lease (all of which are close to finalisation). The debt is repayable upon Financial Close, expected later this year. It is expected that the equity and debt will be utilised to finalise the development of the Burwell battery storage site and thereafter to advance additional projects.

In addition to agreeing an industry standard joint venture shareholder agreement, including Board participation and Regency approval of key decisions, the Company has secured an option to buy the remaining 50% of WDD at a price of GBP30,000 per fully operational megawatt of energy storage or production, at the time of option exercise, to be paid 50% in cash and 50% in new ordinary shares of the Company. The option is exercisable at the sole election of Regency and becomes exercisable following WDD commissioning at least 40MW of installed energy storage or energy production capacity. A deferred option consideration of GBP5,000 per MW on the next 100MW of installed capacity would also become due after reaching that metric, also payable 50% in cash and 50% in shares if triggered. The entire equity component of the option and deferred consideration, should the option be exercised at the Company's discretion, will be priced at the 30-day VWAP prior to exercise. The Company has also agreed standard tag and drag along rights for the Company.

Weirs Drove Development Project Portfolio

There are multiple near shovel-ready projects in the WDD portfolio:

-- A 30MW battery storage project in Burwell, outside of Cambridge and in close proximity to the Burwell substation

-- A 40-year lease has been negotiated with the Burwell landlord, and a grid connection and associated planning permission is expected by the end of July 2020

-- Limejump Ltd., owned by Shell New Energies, have submitted an offer to provide a route to market and trade Burwell's storage capability for revenue as a demand side response aggregator

-- A 5MW battery storage project in Malton with a grid connection, land lease and planning permission in place

-- Additional energy storage and solar projects of varying sizes in earlier stages of development

About Weirs Drove Ltd

Founded in 2019, Weirs Drove Development has been working to identify projects across the UK that meet its criteria for development, including access to existing grid infrastructure, existing or shortened pathways to site planning permissions and supportive landowners. WDD has targeted potential project site locations in a local area in order to leverage expertise and existing relationships.

The principals of WDD are Tim Dobson and Christian Yates and they are supported by the technical energy consultancy, E-Unity Ltd. Tim Dobson is the founder of Weirs Drove and managed the planning and grid connection work for a 13MW solar farm on the Duke of Grafton's Estate at Honington; at the time one of the UK's largest solar farm projects. Tim has also manged the financing, planning, procurement and grid work for the 8MW Bay Far solar project in Suffolk. Christian Yates is Chairman of Gresham House Renewable Energy VCT 2 plc, a listed investment company. He co-founded and established Gresham House Renewable Energy VCTs in 2010, while a partner at Hazel Capital LLP.

At the time of the transaction and as a new entity, WDD had yet to file or prepare accounts.

Fundraising:

Regency has raised GBP210,000 (gross) by way of a placing organised by the Company of 21,000,000 new ordinary shares at a price of GBP0.01 per share (the "Placing"), a 5.3% premium to the closing bid price on 18(th) June 2020. As part of this raise, the principals of Weirs Drove Development have subscribed for GBP30,000. A total of 21,000,000 three-year warrants have been issued to investors at an exercise price of GBP0.016 per share, a 68.4% premium to the closing bid price on 18(th) June 2020.

The Company has also issued 1,000,000 shares to a service provider in association with this transaction.

Director Dealings:

A Company Director, Ewen Ainsworth, has also participated in the placing of 500,000 new ordinary shares and 500,000 warrants. The placing shares and warrants issued to Ewen have been included in the table below, which sets out Ewen Ainsworth's total shareholding and interests.

 
 Director              Direct        Indirect     Total        %      Warrants    Options 
                 -----------------  ---------  -----------  ------  ----------- 
 Ewen Ainsworth        2,253,429*       -       2,253,429    1.19%   1,281,250*      - 
-------------------  -------------  ---------  -----------  ------  -----------  -------- 
 
 

* Discovery Energy Limited, a company controlled by Mr. Ainsworth, is a beneficial holder of 141,901 shares.

Discovery Energy Pension Scheme of Discovery Energy Limited is a beneficial holder of 1,562,500 and 781,250 warrants.

Admission to Trading on AIM and Total Voting Rights:

Application is being made for 22,000,000 new ordinary shares, which when issued will rank pari passu with the existing ordinary shares in issue, to be admitted to trading on AIM, which is expected to be on or around 25 June 2020 ("Admission").

Following the issue of the new ordinary shares the issued share capital of the Company will consist of 189,910,596 ordinary shares of GBP0.0001 each with voting rights. No ordinary shares are held in Treasury.

As from Admission, the above figure of 189,910,596 may be used by shareholders 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 Disclosure and Transparency Rules.

For further information, please contact:

Scott Kaintz 020 7747 9960 Director Regency Mines Plc

   Roland Cornish/ Rosalind Hill Abrahams 020 7628 3396           NOMAD Beaumont Cornish Limited 

Jason Robertson 020 7374 2212 Broker First Equity Limited

This announcement contains inside information under Article 7 of Regulation (EU) 596/2014 .

 
 1    Details of t he p erson disc harging managerial responsib ilities 
       / p erson closely associated 
 a)   Name                                       Ewen Ainsworth 
     ------------------------------  ----------------------------------------------------------- 
 2    Reason for notification 
     ------------------------------------------------------------------------------------------- 
 a)   Position / status               Non-Executive Director 
     ------------------------------  ----------------------------------------------------------- 
 b)   I nitial notification           Initial Notification 
       /Amendment 
     ------------------------------  ----------------------------------------------------------- 
 3    Details of t he issu er, e mission allow a n ce m a r k et participan 
       t, au ct ionplat for m, au ction eer or auc tion monitor 
     ------------------------------------------------------------------------------------------- 
 a)   Name                            Regency Mines Plc 
     ------------------------------  ----------------------------------------------------------- 
 b)   LEI                             LEI: 2138009ECXQQ3EGKVY57 
     ------------------------------  ----------------------------------------------------------- 
 4    Details of t he t ransact ion (s): section to be re p eated 
       for ( i) e a ch type ofinstr u m e n t; (ii) each type of transac 
       tion; (iii) each date; and ( iv) each place w h ere transactions 
       have b een condu cted 
     ------------------------------------------------------------------------------------------- 
 a)   Description of the              Ordinary shares of GBP0.0001 each in Regency 
       financial instrument,           Mines Plc. 
       t ype of instrument 
 
       I d e ntification               ISIN GB00BKM69866 
       code                            Three-year warrants, to purchase new ordinary 
                                       shares of Regency Mines Plc at GBP0.016 per 
                                       share expiring on 19 June 2023 . 
     ------------------------------  ----------------------------------------------------------- 
      Nature of the transaction       18 June 2020 Placing 
     ------------------------------  ----------------------------------------------------------- 
 c)   Price(s) and volumes(s)          Name(s)          Price(s)               Volumes(s) 
                                        Ewen Ainsworth   GBP0.01                500,000 shares 
                                                        ---------------------  ----------------- 
                                                         Warrants exercisable   500,000 warrants 
                                                          at GBP0.016 per 
                                                          share 
                                                        ---------------------  ----------------- 
     ------------------------------  ----------------------------------------------------------- 
 d)        Aggregated information     NA (single transaction) 
             *    Aggregated Volume    - 
 
                                       - 
 
             *    Price 
     ------------------------------  ----------------------------------------------------------- 
 e)   Date of the transaction         18 June 2020 
     ------------------------------  ----------------------------------------------------------- 
 f)   Place of the transaction        Outside of trading venue 
     ------------------------------  ----------------------------------------------------------- 
 

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June 19, 2020 02:00 ET (06:00 GMT)