RMI - Debt Acquisition, Issue of Shares and TVR

Corcel PLC

("Corcel" or the "Company")

Resource Mining Corporation Limited: Debt Acquisition, Issue of Shares and TVR

17 November 2020

Corcel Plc, ("Corcel" or "the Company"), the natural resource exploration and development company with interests in battery metals and flexible grid solutions, announces that, following the option exercise announced on 28 October 2020, it has purchased the outstanding AUD 3.05m debt in Resource Mining Corporation Limited (ASX: RMI) ("RMI").

Highlights:

·    Sinom Hong Kong Limited ("Sinom") have sold their entire long-term debt position in RMI to Corcel:

o  AUD 3.05 million of debt purchased for a consideration of AUD 640,000 cash and 23,711,018 new ordinary shares of the Company (representing a 62% discount to the face value of the debt or at full face value an effective issue price of CRCL shares of 5p)

·    Subordination of the small remaining Sinom debt in RMI (circa AUD 170,000) to Corcel's senior lender position

·    Signature of a relationship agreement with Sinom as a locked in cornerstone investor in Corcel with a 12.69% equity position (held through its subsidiary Base Asia Pacific Limited ("Base Asia"). 

·    Corcel, in its role as senior lender to RMI, intends to immediately initiate constructive discussions with the RMI Board regarding synergies between its Mambare project and the WoWo Gap nickel-cobalt project in PNG

James Parsons, Chairman, commented:

"I am delighted to report that, despite a highly challenging period driven by the global pandemic, Corcel continues to develop its portfolio of high upside mineral exploration projects, coupled with low risk energy generation and storage in the UK.  We operate at the intersection of battery metals and their end use in both energy storage and the electric vehicle revolution, all supporting the ever-accelerating transition to a low carbon economy.

This transaction demonstrates further progress building critical mass in our battery metal exploration business. In that context, I am delighted that Corcel plc is now positioned as the senior lender to RMI and has achieved this in a highly capital efficient manner given the significant discount.  We believe this transaction will ultimately position Corcel as a leading PNG Nickel exploration company with genuine scale in country and the region.  We look forward to updating investors further, including on the Burwell project in Cambridgeshire, as we continue our progress."

Debt Purchase Summary:

Corcel has, further to the debt option exercise announced on 28 October 2020, purchased AUD 3.05 million of debt in RMI for a consideration of AUD 640,000 cash and issued 23,711,018 new ordinary shares of the Company (representing a 62% discount to the face value of the debt or at full face value an effective issue price of CRCL shares of 5p).  The new shares are subject to a lock-up for one year.   

The total RMI debt now owned by Corcel consists of four instruments as follows:

Purchased by Corcel in April 2020:

· Loan Note A: AUD 1,210,000

· Loan Note B: AUD 500,000

Purchased by Corcel 12 November 2020:

· Loan Notes of AUD 2,000,000

· Loan Note C: AUD 1,051,087

Other Subordinated RMI debt (excluding other RMI related party payables):

· AUD 170,000 loan

All the loan notes are interest free, unsecured and are repayable in September 2021 and January 2022, except in certain circumstances in which case they become immediately repayable. The convertible feature which previously existed on the AUD 2,000,000 loan note was removed prior to purchase by Corcel. 

Following the transaction Sinom will own 12.69% of Corcel plc and have been locked in on the newly issued shares for a period of 12 months.  An industry standard relationship agreement has also been signed.

RMI is the 100% owner of the Wowo Gap nickel/cobalt project located 250km from the Company's existing Mambare project. 

Admission to Trading on AIM and Total Voting Rights:

Application is being made for 23,711,018 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 23 November 2020 ("Admission").

Following the issue of the new ordinary shares the issued share capital of the Company will consist of 291,621,614 ordinary shares of £0.0001 each with voting rights. No ordinary shares are held in Treasury.

As from Admission, the above figure of 291,621,614 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                                                   CEO Corcel Plc

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

Thomas Smith 020 7392 1432                                                Broker Monecor (London) Ltd (ETX Capital)

Simon Woods 0207 3900 230                                                IR Vigo Communications               

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

For Further Information

Wowo Gap Nickel-Cobalt Project (Information as previously announced):

ASX listed RMI has a 100% interest in the Wowo Gap nickel-cobalt project, located 200km from the Papua New Guinea Capital of Port Moresby and some 150km southeast of the Company's Mambare asset. RMI holds the project through one tenement in PNG, EL 1165, currently under reapplication from 28 February 2020 for a further 2-year period.

According to RMI's announcements made on the ASX and reflected on their website, the most recent 2010-11 drilling programme identified a JORC 2004 resource later including an Indicated and Inferred Resource Estimate of 125m tonnes at 1.06% nickel and 0.07% cobalt.  Exploration at the project dates back to the 1950s and has consisted of multiple drilling programmes, including diamond, auger and  wacker exploration holes together with ground penetrating radar activities to identify the laterite profile.

An independent valuation of the Wowo Gap project was conducted in 2009 and valued the project at AUD 168m.