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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END
ACQEAEKPFLNEEAA
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