Alexander Mining : Proposed Reverse Takeover & Suspension of Trading

Alexander Mining plc

('Alexander' or the 'Company')

Proposed Reverse Takeover of eLight Group Holdings Ltd

and Suspension of Trading

Further to the announcement released on 25 September 2019, the board of Alexander announces that it is in advanced negotiations to acquire the entire issued share capital of eLight Group Holdings Limited ('eLight') (the 'Proposed Transaction'). eLight is an 'Energy Efficiency as a Service' company with operations in the UK and Ireland which provides commercial customers with immediate energy and cost reductions with zero upfront investment.

The Proposed Transaction will be classified as a reverse takeover pursuant to the AIM Rules and accordingly the Company's shares will be suspended from trading on AIM as of 7.30 a.m. today. Completion of the Proposed Transaction is subject to certain matters including the completion of an appropriate sale and purchase agreement ('SPA'), the approval by Alexander's shareholders ('Alexander Shareholders') at a general meeting to be convened in due course ('General Meeting'), the raising of an appropriate level of equity through a placing of approximately £3 million (the 'Placing'), the grant of a Rule 9 waiver by the Takeover Panel ('Rule 9 Waiver') in respect of the proposed issue of new shares to the shareholders of eLight ('eLight Shareholders') and the admission of the share capital of the enlarged group to trading on AIM. In order to convene the General Meeting, the Company is required to publish an AIM Admission Document which will include, inter alia, information on eLight and the terms of the Proposed Transaction. It is currently expected that, should the Proposed Transaction proceed, the AIM Admission Document will be published in December 2019.

The Company also intends to seek Alexander Shareholder approval at the General Meeting for the disposal of its mineral processing technology interests comprising the assets of MetaLeach Limited as well as the entire issued share capital of MetaLeach Limited, pursuant to Rule 15 of the AIM Rules for Companies ('Disposal').

Information on eLight

eLight is an 'Energy Efficiency as a Service' Republic of Ireland registered company which provides commercial customers with immediate energy and cost reductions with zero upfront investment by delivering Light-as-a-Service. eLight had revenues of approximately €4.5 million and loss before tax of approximately €1.6 million in the period to 30 June 2019.

eLight has built a strong position in the UK and Ireland, offering customers the ability to switch to LED lighting technology without capital investment, improve the quality of their lighting and reduce their carbon footprint. eLight's service agreements provide customers with a fully maintained solution for the term of the agreement.

The monthly energy savings which are unlocked are more than the monthly service fee, so customers generate immediate positive cash flow in addition to reducing their carbon footprint.

Energy efficiency upgrades are typically capital intensive, which has traditionally acted as a barrier for organisations looking to reduce their energy consumption. eLight removes these barriers with its service agreement-based business model. The market in the EU for energy efficiency services in 2017 was approximately €25 billion and is expected to double by 2025.

eLight can also provide customers with LED lighting installation services under a traditional 'supply and install' service.

eLight's use of performance-insured contracts for its customers and partnerships with providers of project finance in the UK and the Eurozone enables it to generate positive cashflows upon completion of an installation, with no residual credit exposure to the customer under the service agreement.

eLight has secured contracts directly with certain of the world's leading technology manufacturers, bypassing distributors and wholesale channels to ensure a competitive advantage for its projects, and is in negotiations with a leading green and clean technology funding partner to obtain a dedicated fund for its energy service agreements.

Proposed Transaction

As consideration for the Proposed Transaction and Disposal, eLight Shareholders will be issued pro-rata 6 new ordinary shares in Alexander for every 1 ordinary share currently in issue. Accordingly, eLight Shareholders will hold approximately 86 per cent. and existing Alexander Shareholders will hold approximately 14 per cent. of the enlarged issued share capital of Alexander following completion of the Proposed Transaction, but prior to the Placing. In addition to the Placing, it is intended that the Company will carry out an appropriate share consolidation and subdivision and that Alexander will change its name to eEnergy Group plc.

Completion of the Proposed Transaction would be subject to a number of conditions including, but not limited to, the execution of a detailed legally binding SPA, the disposal of MetaLeach Limited, the completion of satisfactory due diligence, the grant of a Rule 9 Waiver, the publication of an AIM Admission Document by Alexander, the Placing and Alexander Shareholder approval at the General Meeting of the Proposed Transaction and the Disposal.

Board Composition

On completion of the Proposed Transaction and Disposal, it is proposed that David Nicholl, Harvey Sinclair, Richard Williams (who are all directors of eLight) and Andrew Lawley will join the board of the enlarged group while the current directors of the Company, with the exception of Dr Nigel Burton, will resign from the board.

Temporary Suspension of Trading

The Proposed Transaction constitutes a reverse takeover in accordance with Rule 14 of the AIM Rules for Companies. Accordingly, at the request of the Company, the Company's ordinary shares will be suspended from trading on AIM with effect from 7:30 a.m. today and will remain so until either the publication of an AIM Admission Document setting out, inter alia, details of the Proposed Transaction or until confirmation is given that the Proposed Transaction has been terminated.

While negotiations are at an advanced stage, there is no guarantee that a final agreement will be reached.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Alan Clegg, Non-Executive Chairman of Alexander, commented: 'I am delighted that Alexander has been able to advance into rapid execution of the new strategy announced to the benefit of our shareholders. Simultaneously, having found a strong mining industry buyer for the Company's MetaLeach business, as well as an attractive acquisition opportunity for the remaining shell, is fortuitous and satisfying for the Board. eLight is aligned with the socio-political and socio-environmental global drive towards a carbon-neutral economy, while enabling its customers to reduce their energy consumption and make immediate savings with no up-front costs. It is operating in a market that has significant growth potential and it has a highly motivated and experienced management team.'

Enquiries:

Martin Rosser

Chief Executive

Mobile: [phone]

Alexander Mining plc

Tel: [phone]

Email: [e-mail]

Website: www.alexandermining.com

Cairn Financial Advisers LLP

Sandy Jamieson/James Caithie

Tel: [phone]

Turner Pope Investments (TPI) Ltd.

Andy Thacker/Zoe Alexander

Tel: [phone]