Clean Invest Africa Plc - Placing, Convertible Loan and Funding Arrangements

30 June 2023

Clean Invest Africa Plc

 (“CIA”, the “Company” or the “Group”)

Placing to raise £90,000, Issue £60,300 of Convertible Loan Notes,

CoalTech Sukuk and Total Voting Rights

Clean Invest Africa Plc, the AQUIS quoted investment company is pleased to announce the successful completion of a placing (the "Placing"), to raise £90,000 to support the continuing growth of its wholly- owned subsidiaries, CoalTech Limited (“CoalTech”) and Coal Agglomeration South Africa (Pty) Ltd (“CASA”), and to provide working capital to the Group.

The Company is also pleased to announce that it has issued unsecured convertible loan notes for a total of £60,300 (the “CLNs”). The funds raised as a result of the issue of the CLNs will also be used to provide additional working capital for the Company.

Coaltech is continuing the development of its marketing and commercialization strategy with a number of ongoing initiatives currently at advanced stage of development. A trading update will be released shortly, providing information on the key projects, including the starting of commercial operation of the Bulpan Plant, by the south African subsidiary, CASA.

Placing

A total of 18,000,000 Ordinary Shares of 0.25p nominal value each ("Placing Shares") have been placed with investors at 0.5p per share. For every two Placing Share issued, one warrant will be granted, exercisable at 1.5p, valid for a period of three years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the Investors validly exercise the 1.5p warrants in full, these will be replaced by a further one warrant, exercisable at 3p, for every two Placing Shares, valid for three years from grant.  Application has been made for the Placing Shares to trading on the AQSE Growth Market and this is expected to occur on or around 7^th July 2023.

Issue of Convertible Loan Notes

The Company has granted an unsecured Convertible Loan Notes (“CLN”) for an amount of USD 75,000 (equivalent to GBP 60,300 as per agreed FT exchange rate of 0.804) with a maturity of 22/11/2023 (with options to extend for an additional 6 months at the sole discretion of the investors, to be exercised before Final Redemption date) at a conversion price into Ordinary Shares in CIA at 1p per share (“Conversion Price”), at the option of the CLN holder, and with a 10% interest coupon payable on quarterly basis in arrears, either by payment in cash or by converting such accrued interest into new fully paid Ordinary Shares at the agreed Conversion Price, at the sole discretion of investors. Both the CLN and the coupon also carry the equivalent of one Warrant for every two Ordinary Shares resulting from the conversions, each with an exercise price of 2.5p and valid for a period of 3 years.

CoalTech Sukuk

In addition to the above funding update, CIA has been working with Reyl & Cie (“REYL”), a subsidiary of Intesa SanPaolo Group, with significant ESG commitment together with a world-class position in Social Impact and strong focus on climate business, to structure the issuance of one or several tranches of a Shariah compliant trust certificate (the “Trust Certificates” or “Sukuk”). Following the preliminary works required to confirm compliance with Islamic Finance principles and the issuance of the Pre-Fatwa by the Shariah Advisor Mohammed Sheikh Dr. Elgari, the Shariah scholar appointed to advise on Shariah matters, the Company is now appointing REYL as structurer and arranger in relation to the issuance of one or several tranches of the Sukuk. The Company will keep updating the market as this initiative develops.

Total Voting Rights

Following the issue of the Placing Shares, the issued share capital of the Company will consist of 1,831,863,402 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 1,831,863,402. The above figure of 1,831,863,402 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

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

ENQUIRIES :

Clean Invest Africa plc

Filippo Fantechi – Chief Executive Officer:  +973 3 9696273

Peterhouse Capital Limited    

Guy Miller +44 20 7469 0930