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Clean Invest Africa Plc - Fundraising Via CLN and update on Audited Accounts

·5-min read

Clean Invest Africa Plc

("CIA" or the "Company")

Fundraising Via CLN and update on Audited Accounts

16 September 2021

The Company is pleased to announce that it has agreed to enter into a convertible loan note of £60,000 (“CLN”), for a period of 6 months, with three of the Company directors, Mr Noel Lyons, Mr Filippo Fantechi and Mr Paul Ryan, in equal parts, of £20,000 each.

The CLN is convertible into ordinary shares of the Company at the request of the CLN holders, at 0.25p per share (the current share price at the time of this announcement is in the range 0.3p/0.5p) with an interest coupon of 8% payable in ordinary shares at 0.25p, upon redemption or conversion. Both the CLN and the coupon carry equivalent of 2 warrants for every one ordinary share resulting from the conversions. Therefore, the Company will immediately grant a total of 49,920,000 warrants, each with an exercise price of 0.25p and valid for a period of 5 years. The warrants are made up as follows:

Table 1

Warrant Holder

Warrants (CLN)

Warrants (Coupon)

Total Warrants

Noel Lyons

16,000,000

640,000

16,640,000

Paul Ryan

16,000,000

640,000

16,640,000

Filippo Fantechi

16,000,000

640,000

16,640,000

49,920,000

Should the above warrants be exercised in full in Table 1, further warrants on an equivalent of two warrants for every one warrant exercised in Table 1 will be granted as follows for a further 5 year period and with an exercise price of 0.4 pence per share. This also assumes the CLN will convert after 6 months:

Table 2

Warrant Holder

Warrants (CLN)

Warrants (Coupon)

Total Warrants

Noel Lyons

32,000,000

1,280,000

33,280,000

Paul Ryan

32,000,000

1,280,000

33,380,000

Filippo Fantechi

32,000,000

1,280,000

33,280,000

99,840,000

In addition each of the 3 Directors have also agreed to convert all outstanding professional fees being £42,000 each for Mr Lyons and Mr Fantechi and £50,820 for Mr Ryan (who services are provided through a private company), to ordinary shares in the Company at a price of 0.25p each, comprising 16,800,000 shares each for Mr Lyons and Mr Fantechi and 20,328,000 shares for Mr Ryan. Each share shall carry two Warrants on the same terms as set out for the convertible loan above. Subject to approval of resolutions at the next general meeting, the outstanding professional fees will convert into the stated ordinary shares.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Board of CIA confirms that the Company has [XX] ordinary shares of 0.25 pence each in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury.

The figure of 1,179,755,301 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Strategic Review and Pivot from Coal

The Board is undertaking a strategic review of its business. Whilst cleaning up legacy coal which is at the core of the Company and has a clear and obvious demand, investors globally have a significant and hardening reluctance to invest in any part of the value chain that might involve the eventual burning of coal. The Company continues to explore opportunities along and with others beyond this narrow application of its technology and believes that the broader opportunities might be more lucrative. A further update will be provided in due course.

Current Options

Current options held by Directors/management are acknowledged to be effectively worthless and particularly with the passage of time including due to Covid-19 and the significant fall in the Company share price since this reverse takeover transaction. The Company has therefore agreed subject to approval at the next general meeting (expected to be held to approve the Company’s audited accounts), to re-rate all existing options to a strike price 0.25p per option and valid for 5 years from date of this announcement. Each option also will have 2 follow on warrants, valid for 5 years at 0.25p per warrant, granted only upon exercise of the option.

2021 Incentive Scheme

Further the Company shall propose at the next general meeting of the Company, Director and management warrants for 2021 and beyond to incentivise Directors and management to achieve significant progress with the business. This will include its renewed strategy currently under discussion by the Board. It has agreed in principle that these management warrants should be 125m warrants in total, comprising 25m each for the Directors and 25m for management, and at the current share price of 0.25p each with a further 2 follow on warrants as with the Warrants, granted only if original warrants are exercised in full.

His Excellency Shaikh Mohamed AlKhalifa AlKhalifa, being a director and considered independent of this process has considered the arrangements and following consultation with the Company advisers believes that the arrangements set out herein are fair and reasonable.

Audited Accounts

The Company shall publish its audited accounts, previously expected in September, at end of October 2021 and recognises that the Exchange might temporarily suspend its shares from trading pending such publication.

The Directors of the Company accept responsibility for the contents of this announcement.

ENQUIRIES :

Clean Invest Africa plc

Filippo Fantechi (Executive Director) +973 3969 6273

Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) +973 3969 2299

Peterhouse Capital Limited

Corporate Adviser +44 20 7469 0930

Guy Miller/Mark Anwyl

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