Quetzal Capital Plc - Signing of SPA, Suspension and CLNs Option

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

1 November 2022

Quetzal Capital Plc

("Quetzal" or the "Company")

Extension to Exercise Date of £500,000 Optional CLNs

Signing of SPA to Acquire TAP Global

Suspension from Trading on AQSE

Quetzal Capital Plc (AQSE: QTZ) is pleased to announce that, further to its announcement on 7 October 2022, it has signed an agreement (“SPA”) conditionally to acquire the issued, and to be issued, share capital of Tap Global Ltd (“Tap”), other than the shares to be issued to Quetzal on the exercise of its conversion rights under convertible loan notes issued to the Company by Tap Global (“CLNs”) subject, amongst other things, to the Company securing the required fundraise to satisfy the terms of the SPA. 

Under the terms of the SPA, the consideration to TAP’s existing shareholders will be 450,000,000 ordinary shares in Quetzal.

Should the fundraise be secured, an Admission Document giving full details of the proposed Reverse Takeover of Tap (“RTO”) will be published. Completion of the RTO will remain conditional on the approval of the proposed acquisition and fundraise by Quetzal’s existing shareholders and admission of the enlarged share capital to trading on the Access segment of the AQSE Growth Market.

Quetzal announced on 3 December 2021 that it had  subscribed for an aggregate of £1,500,000 of CLNs in TAP Global.  Should the CLNs convert they will do so at a 50% discount to the valuation of Tap calculated on a conversion event involving the acquisition of the entire issued share capital of Tap by Quetzal.

Under the terms of the instrument constituting the CLNs, Quetzal had the right to subscribe for a further £500,000 CLNs, until 31 October 2022. As part of the arrangements for the RTO, Tap has agreed to extend the deadline to subscribe for these additional CLNs to 31 December 2022.

As a result of the SPA having been signed, in accordance with the AQSE Growth Market Access Rulebook, and at the request of the Company, the shares in Quetzal have today been suspended from trading.

The Directors expect that completion of the Reverse Takeover transaction and re-admission of the enlarged Company on AQSE will occur following the publication of the Admission Document and, as noted above, will be subject to existing Quetzal shareholders’ approval of the proposals at a General Meeting. 

It is also proposed that, on completion of the proposed Reverse Takeover of Tap (“RTO”), the Company will be renamed TAP Global Plc.

As noted above the RTO is subject to a minimum fundraise being secured. Accordingly there is no guarantee that the proposed RTO will complete. However, the Directors currently anticipate that an Admission Document relating to the proposals will be published on or around the end of November 2022.

John Taylor, Chairman of Quetzal Capital Plc said:

“We are delighted to have announced the signing of an SPA with the shareholders of TAP Global.  TAP Global continues to make excellent progress in its development and is benefitting from the wider turmoil in the mostly unregulated crypto business environment.  Registered user numbers continue to grow above the 100,000 level as the platform sees, what the Directors believe to be a flight towards its fully regulated operating platform and more risk averse attitude to yield products.

“As we enter the final phase of fundraising to secure this exciting transaction, we look forward to providing the market with further announcements on the progress of the Reverse Takeover transaction and to the anticipated publication of the Admission Document outlining the full terms of the transaction and fundraising activity.”

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

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