News Release

Convertible Loan Fully Converted

6 February 2023: Ncondezi Energy Limited ("Ncondezi" or the "Company") (AIM:NCCL) announces that following the previous announcements on 16 and 17 January 2023, all convertible loan and interest will be converted into ordinary shares of no par value ("Ordinary Shares") in the Company according to the terms of the convertible loan agreement.

An aggregate of 75,787,027 Ordinary Shares will be issued and application will be made for the admission of the Ordinary Shares to trading on AIM ("Admission"), with Admission expected to take place on or around 9 February 2023. The Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company.

Of the new shares to be issued, 3,913,087 will be issued to Company Chairman, Michael Haworth, 15,213,515 will be issued to Non-Executive Director, Scott Fletcher, and 53,580,573 will be issued to Seritza Limited ("Seritza"), a private company owned by a trust of which Chief Executive Officer of Ncondezi, Hanno Pengilly, is a potential beneficiary. 

The Company's independent director, Aman Sachdeva, assessed the Company's rights to exclude up to 50% of the amount to be converted through an immediate cash redemption, and considers, having consulted with the Company's advisers, that exercising this right is not in the best interest of Company, particularly given that the Company's available capital is committed to its existing solar power development programme.

In addition to the convertible loan and interest conversion, the Company will issue a further 3,079,852 shares and transfer the 2,869,840 shares currently held in Treasury, in lieu of deferred fees totalling £71,767 to certain contractors and consultants to the Company, as previously announced on 22 November 2022, plus a further £15,000 in deferred fees due to certain consultants. 

Following the conversion of the convertible loan and issue of new shares, Chairman, Michael Haworth, will be beneficially interested in 23,936,549 Ordinary Shares, representing 4.23 per cent of the Company's enlarged issued share capital.  Non Executive Director, Scott Fletcher, will be beneficially interested in 122,979,090 Ordinary Shares representing 21.71 per cent of the Company's enlarged issued share capital. Seritza will be beneficially interested in 53,580,573 Ordinary Shares, representing 9.46 per cent of the Company's enlarged issued share capital.  In addition, Hanno Pengilly is beneficially interested in 3,531,776 Ordinary Shares, representing 0.62 per cent of the Company's enlarge issued share capital.

Following Admission, the Company's issued share capital will comprise of 566,501,146 Ordinary Shares. No Ordinary Shares will be held in treasury.

Therefore the number of Ordinary Shares in issue carrying voting rights will be 566,501,146 and this figure may be used 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 Group under the Financial Conduct Authority's Disclosure and Transparency Rules.

Ncondezi Chief Executive Officer, Hanno Pengilly said: "The convertible loan conversions will have a material impact on reducing the Company's debt burden and interest commitments, tidying up its balance sheet as the transition into a dedicated renewable energy developer is finalised. The conversions will result in greater director shareholdings in the Company emphasising ongoing director support and alignment with existing shareholders."

Enquiries

For further information please visit www.ncondezienergy.com or contact:

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this Announcement and such information is now considered to be in the public domain. The person who arranged for the release of this announcement on behalf of the Company was Hanno Pengilly.

About Ncondezi Energy

Ncondezi is an African power development company focused on the development of a 300MW solar PV plus BESS renewable energy in the Tete Province in northern Mozambique (the "Tete Solar Project").

It is the intention that the Tete Solar Project will connect to the Mozambique grid with target power off takers in Mozambique and the Southern African Power Pool (SAPP).

The Tete Solar Project takes full advantage of Mozambique's leading sustainable energy resources and is fully aligned with Government's objective to become a champion for energy transition impacting all Southern Africa.