REG - Empyrean Energy PLC - Proposed Fundraise and Capital Reorganisation

Empyrean EnergyAnnouncement

06/11/2024 07:00

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RNS Number : 1482L  Empyrean Energy PLC  06 November 2024

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC
OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE
IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE
SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

6 November 2024

 

Empyrean Energy Plc

("Empyrean" or the "Company")

 

Proposed New Project, Fundraising and Proposed Capital Reorganisation

 

Empyrean Energy plc ("Empyrean" or the "Company"), the oil and gas development
company with interests in Indonesia and the United States, is pleased to
announce that it has conditionally raised £1.12 million (before costs)
through direct subscriptions (the "Subscription") for, and a placing (the
"Placing") of, 1,120,500,000 new Ordinary Shares in the Company at a price of
0.1 pence per share (the "Issue Price").

 

CMC Markets Plc, trading as CMC CapX, is the Company's placing agent in
respect of the Placing.

 

A retail offer to raise up to £250,000 on the same terms as the Placing and
the Subscription (the "Retail Offer" and, together with the Placing and the
Subscription, the "Fundraising"), will commence immediately following this
announcement and is expected to close within three (3) days of its launch.
Details of the Retail Offer will be announced separately.

 

Funds raised pursuant to the Fundraising will be used for the Company's
general working capital purposes and, if appropriate, to drill the Wilson
prospect (see further details below).

 

As the Company is not permitted by law to issue ordinary shares at an issue
price which is below their nominal value, currently 0.2 pence per existing
ordinary share ("Existing Ordinary Share"), the Company further announces that
it proposes to carry out a capital reorganisation of the ordinary share
capital of the Company to subdivide each Existing Ordinary Share into one new
ordinary share of 0.01 pence each and one deferred share of 0.19 pence each
(the "Capital Reorganisation").

 

 

Director's proposed participation in the Subscription

Of the total amount raised under the Subscription, the Non-Executive Chairman,
John Laycock has conditionally subscribed for 10,000,000 Subscription Shares
at the Issue Price.

 

Following this Subscription, Mr Laycock has an interest in 17,000,000 Ordinary
Shares, representing approximately 0.70 per cent. of the issued share capital
of the Company, as enlarged by the Fundraising.

 

General Meeting

 

Completion of the Fundraising and Capital Reorganisation is conditional upon,
inter alia, Shareholder approval at a General Meeting to be held on or around
2 December 2024 (the "General Meeting"). A circular containing further details
of the Fundraising, Capital Reorganisation and Notice of General Meeting is
expected to be despatched to Shareholders by 12 November 2024.

Proposed New Project

Empyrean is in advanced discussions to acquire an option (the "Option") from
Apnea Holdings Pty Ltd ("Apnea") to participate in a conventional oil
exploration project (the "Wilson prospect") which is situated close to
existing infrastructure in the prolific Cooper Basin in South West Queensland,
Australia, adjacent to several producing oil fields operated by Santos-Beach
(Cooper Basin JV) and Bridgeport Energy.

 

The Wilson prospect lies within lease ATP 1173 and is being prepared for near
term drilling once final surveys are complete and permits granted. The Wilson
prospect has multiple stacked reservoir targets, lies within a NW to SE oil
migration pathway and shares  similar structural orientation and features to
fields immediately NW of the prospect.

 

The Wilson prospect has been mapped with a combination of 2D and 3D seismic
and has estimated prospective oil in place in the range of 8.7MMBOE to
37.4MMBOE with a mean of 21.3MMBOE. Nearby fields have recovery factors up to
50 per cent.

 

The  proposed acquisition of the Option will allow Empyrean to earn a minimum
40 per cent. Working Interest in the permit by paying two thirds of the gross
cost of drilling an exploration well at the Wilson prospect, estimated at
approximately AUD$2.8m (gross).  The joint venture partners are in
negotiations on a drilling contract and the remaining funding for the well.

 

Apnea is a company wholly owned by Thomas Kelly, Managing Director of
Empyrean.  Under the proposed terms of the acquisition of the Option, Apnea
will receive consideration in the form of new ordinary shares in Empyrean
representing 5 per cent. of the enlarged issued capital of Empyrean at the
time, but only in the event that the Wilson prospect is declared a commercial
discovery. Accordingly, it is expected that the acquisition of the Option by
Empyrean will be classified as a related party transaction for the purposes of
Rule 13 of the AIM Rules for Companies.

 

Whilst the Company and Apnea have agreed the key commercial terms outlined
above in principle, the acquisition of the Option by Empyrean remains subject
to the completion of customary due diligence and the negotiation of legally
binding documentation. Accordingly, it should be noted that there can be no
guarantee that the parties will progress with the proposed transaction on the
current terms or at all.

 

Application will be made for the Placing Shares to be admitted to trading on
AIM subject to Shareholder approval at the General Meeting. Admission is
expected to take place on 3 December 2024.

Further announcements regarding the acquisition of the Option, the Capital
Reorganisation and the Fundraising will be made in due course.

 

For further information please visit www.empyreanenergy.com
(http://www.empyreanenergy.com/)  or contact the following:

 

 Empyrean Energy plc                      Tel: +61 (08) 6146 5325
 Tom Kelly

 Cavendish Capital Markets Limited        Tel: +44 (0) 207 220 0500

 (Nominated Advisor and Broker)
 Neil McDonald

 Pearl Kellie

 Novum Securities Limited (Joint Broker)  Tel: +44 (0) 207 399 9400
 Colin Rowbury

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         John Hugh Spencer Laycock
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director of the Company
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Empyrean Energy plc
 b)  LEI                                                          213800ZRH1WBHEWDFA57
 4.  Details of the transaction(s):
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of 0.2p each ("Ordinary Shares")
     Identification code                                          GB00B09G2351
 b)  Nature of the Transaction                                    Subscription for Ordinary Shares
 c)  Price(s) and volume(s)                                       Price                                Volume
     0.1p per Ordinary Share                                                                         10,000,000
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      6 November 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM (LON:EME)

 

 

 

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