Lift Global Ventures - Investment in energy transition infrastructure

Lift Global Ventures Plc
("Lift" or the "Company") 

Investment in energy transition infrastructure

Lift Global Ventures plc (AQSE:LFT), an investment company focused on financial media and the energy sector, is pleased to announce that the Company has subscribed for £750,000 of unsecured convertible loan notes in Trans-Africa Energy Limited ("TAE"), a UK private company focused on the development, financing, construction and operation of energy infrastructure projects located in Sub-Saharan Africa which the Directors believe will bring real change in terms of environmental, economic and social benefits for the people in the these jurisdictions.

Highlights

·    £750,000 of unsecured convertible loan notes in TAE (the "Loan Notes")

·    TAE may issue Loan Notes up to an aggregate amount of £8,000,000

·    TAE has entered into a Joint Development Agreement ("JDA") with Ghana National Gas Company Limited ("Ghana Gas")

·    The JDA grants to TAE a majority and managing stake in the design, construction, and management, and operation of four infrastructure projects onshore Ghana related to the processing and transporting of natural gas

·    The first of the four projects is well advanced and TAE is expecting that financial close will be in H2 2023

·    The subscription of the Loans Notes constitutes a related party transaction as Roy Kelly who is Non-Executive Chairman of the Company is also a non-executive director of TAE

The proceeds received by TAE pursuant to the Loan Notes will be used for the first project including Front End Engineering Design, environmental and social impact studies, and working capital requirements. 

The Projects

TAE is a UK private company focused on the development, financing, construction and operation of energy infrastructure projects located in in Sub-Saharan Africa, the first of which is Ghana.

TAE has entered into a JDA with Ghana Gas which grants it a majority and managing stake in the design, construction, management and operation of four infrastructure projects onshore Ghana related to the processing and transporting of natural gas.

The Projects are:

1. The Takoradi to Tema Pipeline ("TTP");

2. The Ghana to Côte d'Ivoire Pipeline;

3. The Expansion of the Atuabo Gas Processing Plant; and

4. The Prestea to Kumasi Pipeline.

The TTP is the first of the projects and the most advanced with TAE expecting that financial close will be in H2 2023. The TTP will be a buried onshore natural gas pipeline running from Takoradi (Aboadze) to Tema (on the eastern side of Accra).

The motivation for the Projects and the benefits to Ghana include:

• A reduction in the flaring of gas (c. 20 billion cubic feet of gas per annum is currently flared

offshore Ghana)

• The transportation of indigenous resources based in the west of the country to the energy hungry

power and industrial sectors in population centres in the east of the country

• The displacement of more carbon-intensive liquid and biomass fuels, especially in the power

sector, reducing the emissions of greenhouse gases as well as air pollution

• Local job creation

• Community health benefits

• The replacement of imported fuels by Ghana's indigenous resources

Unsecured Convertible Loan Note

The key terms of the Loan Notes are as follows:

1.   TAE may issue Loan Notes up to an aggregate amount of £8,000,000. 

2.   The Loan Notes are issued on an unsecured basis.

3.   TAE will be required to redeem the Loan Notes within a period of 18 months from the date on which the Loan Notes are issued.

4.   The Loan Notes will be capable of conversion into shares in the capital of TAE, such shares being issued fully paid and ranking parri passu with shares of the same class upon the occurrence of a Conversion Event.  A Conversion Event would include, inter alia, (a) a listing of TAE's shares onto a Relevant Exchange (IPO); (b) undertaking a significant fundraising event (such fundraising event exceeding £30m) (Fundraising); and (c) a change of control.  The price at which Loan Notes will convert will depend on the particular Conversion Event.  In the event of an IPO, the Loan Notes shall convert at a 20 per cent discount to IPO subscription price with a maximum market capitalization at conversion of £40m. In the event of a change of control, the Loan Notes shall convert at the same price paid per share by the acquiror. 

5.   The Loan Notes do not accrue interest, other than in the event of a default by TAE.

6.   The Loan Notes will not be listed.

Sandy Barblett, Non-Executive Director of the Company, commented:

"We are pleased to have successfully completed this first investment in furtherance of the Company's expanded Investment Strategy - investment in the robust energy sector. 

It is well documented that energy demand on the African continent threatens to outstrip supply. The next step for African oil and gas producing countries is investing in infrastructure and the Projects that TAE are investing in aim to alleviate energy poverty, ensure energy security and strengthen regional energy access.

We look forward to working with TAE as they rollout the Projects in this very dynamic sector."

Related Party Transaction

Roy Kelly, Non-Executive Chairman of the Company, is also a non-executive director of TAE in which the Company is currently proposing to undertake the proposed investment. Mr Kelly has been advising TAE since March 2021 and was appointed as a director of TAE in September 2022. Mr Kelly has no shares or equity in TAE.  Zak Mir and Sandy Barblett (as the Independent Directors) of the Company have considered the terms of the proposed investment.  The Independent Directors have therefore decided to treat the proposed investment as a related party transaction under the AQSE Growth Market Rules. 

The Independent Directors believe that the proposed investment is in the best interests of the Company and that, having exercised reasonable care, skill and diligence, confirm that the related party transaction is fair and reasonable as far as the shareholders of the Company are concerned.  

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

For more information please visit: www.liftgv.com 

Enquiries:

For more information please visit: www.liftgv.com 

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