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Mustang Energy Acquires Additional Stake in VRFB-H from Bushveld Energy
Monday 28 November 2022

UK-based special purpose acquisition company Mustang Energy plc (LSE: MUST) has entered into a conditional agreement with electric energy storage solutions firm Bushveld Energy Ltd (LSE: BMNB) to acquire its 50.5% interest in VRFB Holdings Ltd, the company said.

VRFB-H is a 50 per cent shareholder in Enerox Holding Limited. EHL is a special purpose vehicle which holds the entire issued share capital of Enerox GmbH, an Austrian-based vanadium redox flow battery manufacturer.

On 26 April 2021, MUST conditionally acquired a 22.1% interest in VRFB-H (Stage 1).

On 3 August 2022, MUST advised that it had conditionally acquired Acacia Resources Ltd.'s 27.4% interest in VRFB-H.

Subject to the completion of certain conditions, completion of the acquisition (Stage 1), acquisition (Stage 2) and acquisition (Stage 3) will result in MUST having an aggregate interest in VRFB-H of 100%, resulting in VRFB-H becoming a wholly-owned subsidiary of MUST.

BEL is the 84% owned subsidiary of Bushveld Minerals Ltd.

Neither BMN nor BEL currently hold any ordinary shares in the capital of MUST.

However, BMN holds an aggregate principal amount of USD 2.75m of the company's USD 6.75m 10% and USD 1.25m 10% unsecured convertible loan notes issued in April 2021 and October 2022 respectively.

Acacia currently holds a 24.04 % interest in MUST and holds a principal amount of USD 2.3m of the CLNs.

The consideration for the acquisition (Stage 3) is USD 19,441,633 to be converted to GBP: GBP using an exchange rate of GBPGBP 1.00/USD1.225 and to be satisfied by the proposed issue of 79,353,604 new Ordinary Shares issued at 20 pence each.

The Stage 3 Consideration Shares proposed to be issued to BEL on completion of the acquisition (Stage 3), when aggregated with the shares proposed to be issued to BMN as a result of the conversion of the USD 2.75 m principal amount of CLNs held by BMN (together with accrued interest thereon) and the exercise of warrants held by BMN (assuming that such options and warrants are converted in full into Ordinary Shares), will mean that BMN will hold in excess of 50% of the enlarged issued capital of the company.

Given this, the allotment and issue of the Stage 3 Consideration Shares is conditional on the company obtaining a waiver from The Takeover Panel which is subsequently approved by the company's independent shareholders at a general meeting.

As announced on 3 August 2022, the consideration for the acquisition (Stage 2) is US USD10,548,945 to be converted to GBP: GBP using an exchange rate of GBP 1.00/USD1.225 and to be satisfied by the proposed issue of 43,056,989 new Ordinary Shares issued at 20 pence each.

The Stage 2 Consideration Shares proposed to be issued to Acacia on completion of the acquisition (Stage 2), combined with Acacia's existing shareholding in the company, the shares proposed to be issued as a result of the conversion of the USD 2.3m principal amount of CLNs held by Acacia (together with accrued interest thereon) and the exercise of certain options and warrants held by Acacia (assuming that such options and warrants are converted in full into Ordinary Shares), will mean that Acacia will hold in excess of 30% of the issued capital of the company.

Given this, the allotment and issue of the Stage 2 Consideration Shares is conditional on the company obtaining a waiver from The Panel which is subsequently approved by the company's independent shareholders at a general meeting.
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Date Published: 28/11/2022

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