Corcel PLC Signature of Battery Metals Joint Venture (4129R)
01 Marzo 2023 - 8:00AM
UK Regulatory
TIDMCRCL
RNS Number : 4129R
Corcel PLC
01 March 2023
Corcel PLC
("Corcel" or the "Company")
Signature of Battery Metals Joint Venture
1 March 2023
Corcel Plc (London AIM: CRCL), the extractive industries
exploration and development company, with interests in battery
metals including nickel, cobalt, and rare earth elements, announces
that it has entered into agreements with Integrated Energy Metals
("IEM") restructuring the Company's PNG battery metals assets into
a new carried vehicle, Integrated Battery Metals ("IBM"). It is
intended that IBM will, ultimately, be listed in Asia, as
previously announced on 17 October 2022.
Highlights:
o IBM joint venture to own Corcel's holdings in the Mambare and
Wowo Gap projects alongside IEM's interest in the Doncella lithium
project in Argentina
o Corcel, pursuant to its recently announced strategy, will own
50% of IBM, benefit from a US$1.5m carried interest and a 1.5%
gross revenue royalty on Wowo Gap and will nominate half of the
board of IBM
o Corcel and IEM intend to further progress this joint venture
and to potentially inject additional assets into IBM prior to
pursuing a listing in either Singapore or Australia
Corcel Chief Executive Officer, Scott Kaintz commented: "We are
pleased to announce the signature of this joint venture, which both
funds near term spend on our PNG nickel assets and positions them
in a broader portfolio ready for a standalone listing. Progression
of this transaction is a major step forward in Corcel's strategy to
build a non-operated and carried portfolio of upstream battery
metal projects alongside new oil and gas opportunities, including
in Brazil where the Company sees unique and significant
opportunities at this moment."
Battery Metals Interest Restructuring and Joint Venture
As previously announced, Corcel has agreed to inject its 41%
interest in the Mambare nickel/cobalt project as well as its 100%
interest in the Wowo Gap nickel/cobalt project, and IEM has agreed
to inject its 4.04% interest in Hanacolla S.A., owner of the
Doncella lithium project in Argentina, with additional lithium and
other battery metal interests expected to follow.
The joint venture agreement has now been entered into by Corcel
and IEM, with completion of this transaction being conditional on
the following:
o Corcel's Mambare partner's pre-emption rights being waived
during a 45-day review period
o Hanacolla shares being transferred into IBM
o Initial funding of Corcel's carried interest being
demonstrated in the form of US$1m deposited into IBM's bank account
by IEM via a convertible loan structure
o Consent and assignment of Corcel's existing gross smelter
royalty over Mambare to IBM
o Execution and commencement of the IBM shareholders
agreement
IEM and Corcel have made arrangements to begin Corcel's carried
interest period as of 1 January 2023, in order to minimise the
ongoing burden of project costs from the Company ahead of
completion of the transaction. The initial funding for IBM, to pay
the carry to Corcel, will be received from IEM via a three-year
convertible loan structure with a 5% annual coupon which converts
at the lower of US$1.35 / share (a 35% premium on the implied entry
price of Corcel and IEM) (the "Loan") or the price realised at the
IPO of IBM. Conversion occurs at the earlier of the end of the term
of the Loan, an IPO or a sale of the portfolio.
The agreement includes standard industry warranties provided by
both parties and tag and drag along provisions in the event of a
sale of the equity in IBM.
Further information
The losses attributable for the twelve-month period ending 30
June 2022 to the Company's 41% interest in the Mambare project were
GBP3.3k, with a further GBP170.2k attributable to the 100% interest
in the Wowo Gap project.
The losses attributable to Hanacolla for the Doncella lithium
project through 31 December 2022 were $1.66m, with approximately
$67k of this attributable to IEM's 4.04% interest.
Further announcements upon completion of the transaction will be
made in due course.
For further information, please contact:
Scott Kaintz Corcel Plc CEO
020 7747 9960
James Joyce/James Bavister/Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
Patrick d'Ancona Vigo Communications IR
0207 3900 230
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