Rame Energy : Private Placement

Not for release, distribution or publication directly or indirectly, in whole or in part, in or into or from the United States of America, Australia, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement does not constitute or form a part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in Rame Energy plc ('Rame' or the 'Company').

28 April 2016

Rame Energy plc ('Rame' or 'the Company')

Private Placement

Private Placement of new Ordinary Shares

Rame (AIM: RAME) is pleased to announce that it has initiated a private placement (the 'Private Placement') of ordinary no par value shares ('Ordinary Shares') to raise up to £2.8 million. The Private Placement is expected to consist of new Ordinary Shares to be issued at 9.0p per new Ordinary Share together with a warrant to subscribe for one additional Ordinary Share exercisable at 18p. The warrants will be exercisable for a period of five years.

Highlights:

· The Company has made arrangements with a United States registered broker dealer to act as its finder for the Private Placement;

· New Ordinary Shares to be issued under the Private Placement at 9.0p per new Ordinary Share together with a warrant to subscribe for one Ordinary Share exercisable at 18p. The warrants will be exercisable for a period of five years;

· The Private Placement is conditional on shareholder approval and a General Meeting will be convened to approve the fundraising;

· Funds will be used to complete the development of a set of priority projects from Rame's overall pipeline and for general corporate purposes;

· The Directors intend to allow existing shareholders to participate in an Open Offer on the same terms as those being made available under the Private Placement. A separate announcement will be made in due course; and

· In addition to the $4.0 million development loan which was announced on 25 April,the Company had cash and cash equivalents of £0.79 million (US$1.1 million) on 1 March 2016.

Use of proceeds

The net funds raised from the Private Placement will be used by Rame to advance the development of the Company's portfolio of wind and solar projects in Chile and general corporate purposes. Specifically, it is the Company's intention to use the proceeds to complete the development phase of a group of projects with a combined generating capacity of 210MW within the next twelve months. The Private Placement is not being underwritten.

Admission to AIM

Following completion of the Private Placement, application will be made to the London Stock Exchange for the admission of the new Ordinary Shares to be issued under the Private Placement to trading on AIM and a further announcement will be made at that time.

The new Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares of the Company.

General Meeting

In light of the significant size of the fundraising, the directors of Rame will be seeking approval from shareholders for the authority to issue the necessary shares for the completion of the fundraising. Details of these authorities will be included in a circular to shareholders that will be sent out in due course. It is expected that the meeting will be held in May 2016.

About Rame Energy

Established in 2002, Rame Energy is an experienced project developer and Independent Power Producer (IPP) that seeks to create value for its stakeholders by developing a portfolio of high yielding renewable energy projects. We specialise in engineering on-grid and off-grid wind, solar and hybrid power solutions. Our primary market focus is Chile, where energy demand outstrips supply, creating conditions that make the country highly favourable for renewable power projects.

For further information, please visit www.rame-energy.com.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Enquiries:

Important Notices

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the 'United States'), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is for information only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act') or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act). There will be no public offer of Ordinary Shares in the United States.

The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

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Rame Energy plc issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 April 2016 06:10:33 UTC

Original Document: http://www.rame-energy.com/news/regulatory-announcements/rns-item/12795266