Clean Invest Africa Plc - Loan Conversion, Shares in Lieu of Directors Fees

Clean Invest Africa Plc

(“CIA” or the “Company")

Outstanding GBP 551,032 Loan Facility Agreement fully converted to equity at 0.35p per share

Shares in lieu of directors fees

 Directors Holding in Company

Clean Invest Africa Plc (Aquis: “CIA”) is pleased to announce that it has successfully renegotiated an outstanding Loan Facility greement with Contax Partners Inc. (beneficially owned by Filippo Fantechi) (“Lender”) with an outstanding balance of US$707,249 (approximately GBP 551,032). 

The Company and the Lender have agreed as follows:

• That the entire debt of GBP 551,032 currently owed to the Lender be immediately converted into 157,437,729 Ordinary Shares of the Company at a price of 0.35 pence per share (“Conversion Shares”).
• All Conversion Shares will be immediately subject to a 12-month lock-in period and thereafter subject to an orderly market agreement for a further period of 12 months.

In addition, the Company has agreed to issue the following directors with Ordinary Shares in lieu of directors fees, at 0.35 pence per share:

1. 46,285,714 new Ordinary Shares to Shk Mohamed Abdulla Khalifa alKhalifa, equal to GBP162,000, covering the period from January 2020 to June 2024.
2. 10,285,714 new Ordinary Shares to Filippo Fantechi, equal to GBP36,000, covering the period July 2023 to June 2024.
3. 8,571,429 new Ordinary shares to Pascal Olivier Portmann, equal to GBP30,000, covering the period September 2023 to June 2024.

Application has been made for the new ordinary shares to trading on the Aquis Growth Market and this is expected to occur on or around 9 August 2024.

Following conversion of the Conversion Shares and issue of Ordinary Shares to directors, the Directors will hold:

Total Voting Rights

Following the issue of the 157,437,729 new ordinary shares to the Lender, the issue of 65,142,857 new Ordinary Shares to the directors in lieu of directors fees, the Company will have 2,288,958,378 Ordinary Shares of 0.25 pence each in issue, which also represents the total number of voting rights in the Company. This figure should be used by shareholders 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 Company under the FCA's Disclosure and Transparency Rules.

CIA Chief Executive Officer Filippo Fantechi remarked that: “these agreements announced today show the increasing confidence in our Company prospects, the commitment of the main shareholders, substantially enhance the Company’s balance sheet and I hope that this confidence is shared by all shareholders as we re-position the Company and look to the future opportunities.”

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

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

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