IBM ups its offer for Corcel’s share of Mambare, a nickel/cobalt project in Angola

LONDON, UK: Corcel Plc, the Angolan focused exploration and production company, has received a revised offer from Integrated Battery Metals (IBM) to purchase the company’s 41% interest in the Mambare nickel/cobalt project.

IBM has conditionally agreed to purchase Corcel’s 41% interest in the Mambare nickel/cobalt project (including the outstanding shareholder loans due to Corcel by Oro Nickel Limited, the operational joint venture entity) for up to US$4.1M, broken out as follows:

• US$1.6M due at completion of the sale and purchase of Corcel’s 41% interest in Oro Nickel Vanuatu(“ONV”), the project holding company
• Also at completion, a further US$1.4M payable in cash or the issuance of 1.5M shares of IBM at an issue price of USD1 per share at the discretion of Corcel
• 24 months after completion a further payment of US$1.0M either in cash or in IBM shares (at the sole discretion of Corcel); The IBM shares are to be valued as follows:
• If listed, then priced at the 5-day volume weighted average price on the last five days prior to the 2nd anniversary or;
• If IBM is not publicly listed then USD1.0 per share

Separately, and not included in the main transaction, US$0.148M for the sale and purchase of Corcel’s gross smelter royalty in respect of the Mambare nickel/cobalt project.

Antoine Karam, Executive Chairman of Corcel, commented: “This proposed   revised transaction offers a new and enhanced exit of the Mambare asset, at a significantly higher valuation than the original deal, while still providing on-going exposure to the underlying nickel asset in the form of a potential interest in IBM.  We strongly recommend that all shareholders of Corcel support the resolutions at the upcoming General Meeting to allow this proposal to be consummated.

More broadly, this agreement demonstrates our clear strategic focus on our oil and gas opportunities as well as providing key near term funding for the Company’s operations in Angola. We look forward to results from the initial well there, while allowing the pre-emption process relating to the Mambare exit adequate time to conclude.”

Corcel has mutually agreed with IBM to terminate the original offer for the Mambare asset as announced on 1 March 2023.  As such, BMA has been formally notified that the Company has rejected its claim to have accepted pre-emption of the original transaction, as the proposal put forth by BMA did not fully match the various elements included in the original transaction, and included elements, such as the Company’s gross smelter Royalty (the “Royalty”), that did not fall under any pre-emption rights available to BMA under the original 2011 Shareholder and Funding Agreement between the parties.

Corcel Plc has further agreed with IBM to sell its 1% Gross Smelter Royalty over the Mambare Nickel/Cobalt project for US$0.148M.  As this interest is not subject to BMA’s pre-emption rights, the sale of the royalty will conclude immediately.      

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