REG - Arrow Exploration - Exercise of Warrants and Operations Update
18/10/2023 07:00
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RNS Number : 4503Q Arrow Exploration Corp. 18 October 2023
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
ARROW ANNOUNCES EXERCISE OF WARRANTS BY LARGEST SHAREHOLDERS AND MANAGEMENT
AND PROVIDES AN UPDATE ON RCE-6
CALGARY, October 18, 2023 - Arrow Exploration Corp. (AIM: AXL; TSXV: AXL)
("Arrow" or the "Company"), the high-growth operator with a portfolio of
assets across key Colombian hydrocarbon basins, is pleased to announce the
exercise of warrants in exchange for Common Shares in the Company ("Common
Shares") by its largest shareholders and management. The warrants were issued
in conjunction with the Q4 2021 financing and had an exercise price of GBP
0.09 per Common Share.
Canacol Exercise
The Company's largest shareholder, Canacol Energy Ltd. ("Canacol"), has
exercised 18,357,602 warrants and is accordingly being issued the
corresponding 1,8357,602 Common Shares. As a result of this exercise Canacol
will hold a total of 60,072,807 Common Shares which represents 21.2% of the
current issued share capital of the Company.
As per Canacol's press release dated October 16, 2023, Canacol intends to hold
their current interest in the Company.
Tim Leslie Exercise
Another of the Company's largest shareholders, Tim Leslie, has exercised
10,204,082 warrants and is accordingly being issued the corresponding
10,204,082 Common Shares. As a result of this exercise, Tim Leslie will hold
a total of 17,812,245 Common Shares which represents 6.3 % of the current
issued share capital of the Company.
Management Exercise
The Company's management have also exercised all warrants belonging to them as
set out in the table below.
Management Number of warrants exercised Number of New Common Shares Issued Aggregate number of Common Shares held following exercise Total number of Common Shares held as a percentage of current issued share
capital
Gage Jull 1,997,836 1,997,836 5,993,508 2.1%
Marshall Abbott 1,789,900 1,789,900 5,369,702 1.9%
Joe McFarlane 1,932,814 1,932,814 5,798,443 2.0%
At this time the Company's Management team plans to hold their current
position in the Company.
Current Issued Share Capital
Following the issue of the new Common Shares described above, and pursuant to
3,600,000 Common Shares that have been issued under the Company's current
blocklisting in the month of October to date, the issued share capital of the
Company will be comprised by 283,408,275 Common Shares with one vote per
share.
This figure of 283,408,275 has been used in the calculations above and may be
used as the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their interest
in, the share capital of the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
The Company expects to have further warrants exercised at the end of the
October under its Blocklisting and will therefore provide a revised Total
Voting Rights figure at the end of the October once remaining warrants have
either been exercised or expired.
Advance to Management
The Board of Directors have determined to provide loans to each of Messrs.
Jull, Abbott and McFarlane (the "Executives"). The amount to be advanced to
each Executive is $225,000 which will be repaid from future remuneration or
other sources. The loans are due on demand, or when the Executive ceases to
be employed by the Company, or when the Executive sells any Common Shares.
The Executives will execute loan agreements in respect of the advances and
have agreed to provide security acceptable to the Company. The advances will
bear interest at the Bank of Canada prime rate. Terms of the loans were
reviewed and approved by the independent directors of the Company. Under
Canadian Securities law the advances are subject to Multilateral Instrument
61-101 (Protection of Minority Security Holders in Special Transactions) but
are exempt from the requirement for formal valuation or minority shareholder
approval as the Company is not listed on a specified market as defined in the
Instrument and the fair market value of the loans is less than 25% of the
market capitalization of the Company.
Admission of Shares to trading on AIM
Save for the 28,561,684 new Common Shares to be issued to Canacol and Tim
Leslie described above, all of the Common Shares issued and to be issued
pursuant to the warrant exercises have already been admitted to trading on AIM
pursuant to the Blocklisting as announced in the RNS dated 7 November 2022.
Accordingly, an additional application has been made for 28,561,684 new Common
shares to be admitted to trading on AIM ("Admission"), with Admission expected
to occur on or around 19 October 2023.
Operations Update
At the Rio Cravo Este (RCE) pad, the Company continues with the 2023 drilling
program. The RCE-6 well spud on October 4th, and drilling operations are
progressing as expected. Once the RCE-6 well is complete the company plans
to drill two further wells at the RCE pad. Further updates will be issued
once the well has been completed.
For further Information, contact:
Arrow Exploration
Marshall Abbott, CEO +1 403 651 5995
Joe McFarlane, CFO +1 403 818 1033
Brookline Public Relations, Inc.
Shauna MacDonald +1 403 538 5645
Canaccord Genuity (Nominated Advisor and Joint Broker)
Henry Fitzgerald-O'Connor +44 (0)20 7523 8000
James Asensio
Gordon Hamilton
Auctus Advisors (Joint Broker)
Jonathan Wright (Corporate) +44 (0)7711 627449
Rupert Holdsworth Hunt (Broking)
Camarco (Financial PR)
Andrew Turner +44 (0)20 3781 8331
Rebecca Waterworth
Kirsty Duff
About Arrow Exploration Corp.
Arrow Exploration Corp. (operating in Colombia via a branch of its 100% owned
subsidiary Carrao Energy S.A.) is a publicly traded company with a portfolio
of premier Colombian oil assets that are underexploited, under-explored and
offer high potential growth. The Company's business plan is to expand oil
production from some of Colombia's most active basins, including the Llanos,
Middle Magdalena Valley (MMV) and Putumayo Basin. The asset base is
predominantly operated with high working interests, and the Brent-linked light
oil pricing exposure combines with low royalties to yield attractive potential
operating margins. By way of a private commercial contract with the recognized
interest holder before Ecopetrol S.A., Arrow is entitled to receive 50% of the
production from the Tapir block. The formal assignment to the Company is
subject to Ecopetrol's consent. Arrow's seasoned team is led by a hands-on
executive team supported by an experienced board. Arrow is listed on the AIM
market of the London Stock Exchange and on TSX Venture Exchange under the
symbol "AXL".
Details of the person discharging managerial responsibilities / person closely
associated
Name 1. Marshall Abbott
2. Gage Jull
3. Joe McFarlane
Reason for the notification
Position/status 1. Director
2. Director
3. PDMR (non-director)
Initial notification /Amendment Initial notification
Details of the issuer, emission allowance market participant, auction
platform, auctioneer
or auction monitor
Name Arrow Exploration Corp.
LEI 9845000FDF0856QD9031
Details of the transaction(s): section to be repeated for (i) each type of
instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
Description of the financial instrument, type of instrument Common Shares of nil par value
Identification code
ISIN: CA04274P1053
Nature of the transaction 1. Exercise of warrants for common shares
2. Exercise of warrants for common shares
3. Exercise of warrants for common shares
Price(s) and volume(s) Exercise
Name Exercise price Warrants
1. Marshall Abbott GBP 0.09 1,789,900
2. Gage Jull GBP 0.09 1,997,836
3. Joe McFarlane GBP 0.09 1,932,814
Aggregated information N/A
Date of the transaction 1. 16 October 2023
2. 16 October 2023
3. 16 October 2023
Place of the transaction Outside a trading venue
Forward-looking Statements
This news release contains certain statements disclosures relating to Arrow
that are based on the expectations of its management as well as assumptions
made by and information currently available to Arrow which may constitute
forward-looking statements information ("forward-looking statements") under
applicable securities laws. All such statements and disclosures, other than
those of historical fact, which address activities, events, outcomes, results
developments that Arrow anticipates expects may, occur in the future (in whole
in part) should be considered forward-looking statements. In some cases,
forward-looking statements can be identified by the use of the words
"continue", "expect", "opportunity", "plan", "potential" and "will" and
similar expressions. The forward-looking statements contained in this news
release reflect several material factors and expectations and assumptions of
Arrow, including without limitation, Arrow's evaluation of the impacts of
COVID-19, the potential of Arrow's Colombian and/Canadian assets (any of them
individually), the prices of oil and/natural gas, and Arrow's business plan to
expand oil and gas production and achieve attractive potential operating
margins. Arrow believes the expectations and assumptions reflected in the
forward-looking statements are reasonable at this time, but no assurance can
be given that these factors, expectations, and assumptions will prove to be
correct.
The forward-looking statements included in this news release are not
guarantees of future performance and should not be unduly relied upon. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results events to differ materially from
those anticipated in such forward-looking statements. The forward-looking
statements contained in this news release are made as of the date hereof and
the Company undertakes no obligations to update publicly revise any
forward-looking statements, whether as a result of new information, future
events otherwise, unless so required by applicable securities laws.
Neither TSX Venture Exchange nits Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility of
the adequacy accuracy of this release.
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