Results of Fundraising
22/04/2024 07:09
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CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR FORM PART OF
ANY OFFER, RECOMMENDATION, INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN THE CAPITAL OF THE
COMPANY. ACCORDINGLY, THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY OR FILED WITH
THE FCA AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD
FORM THE BASIS OR, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION
IN RESPECT OF THE COMPANY OR OTHER EVALUATION OF ANY SECURITIES OF THE COMPANY
OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY
INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014
(AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED
IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
22 April 2024
Falcon Oil & Gas Ltd
(“Falcon”, the “Company” or the “Group”)
Results of Fundraising
Falcon Oil & Gas Ltd (AIM: FOG, TSXV: FO.V), the international oil and gas
company engaged in the exploration and development of unconventional oil and
gas assets, is pleased to confirm the results of the proposed Fundraising
announced by the Company on 18 April 2024.
The Company can confirm that the Bookbuild has been completed and Falcon has,
conditionally, raised gross proceeds of c. $4.9 million (c. £3.9 million)
through the Subscription and Placing, for a total number of 64,794,087 New
Common Shares at an Issue Price of 6p per share.
As previously announced, alongside the Fundraising, Falcon Oil & Gas Australia
Limited (“Falcon Australia”) has agreed to grant Daly Waters Energy, LP
(“Daly Waters”) and a major US-based energy industry service provider
overriding royalty interests (“ORRIs”) over Falcon Australia’s working
interests in the Beetaloo Sub-Basin exploration permits in return for cash
payments of US$3 million and US$1 million, respectively. Completion of the
grant of the ORRIs is subject to agreement of final legal documentation and to
submission to the Northern Territory Government, Australia for registration.
The net proceeds of the Fundraising, together with the Company’s existing
cash resources of c.US$4.3 million, the balance of Falcon’s net carry of
A$3.75m due from Tamboran and the consideration from the grant of the ORRIs,
if finalised, will primarily be used to fund Falcon’s share of estimated
capital expenditure in respect of the work to be carried out on the proposed
Shenandoah South Pilot Project (the “Pilot”) in 2024, including the
drilling of two 3,000m horizontal wells and the stimulation and flow test of
two wells in the Beetaloo Sub-basin, Australia. These proceeds will also
enable Falcon to fund its share of the cost of the planned 330km(2) of 3D
seismic survey around the Pilot area, which it is expected will be acquired
during Q4 24 with processed results being available by Q1 25.
Sheffield Holdings LP Participation
Sheffield Holdings LP (“Sheffield”), an affiliate of Daly Waters, has
subscribed for a total of 19,912,791 New Common Shares as part of the
Subscription. Following the issue of the New Common Shares, Sheffield will
have a total interest in 116,386,398 Common Shares, representing 10.49 per
cent of the enlarged issued share capital. Exceeding 10 per cent will result
in Sheffield becoming an insider of the Company, which requires the approval
of the TSX Venture Exchange. Accordingly, Sheffield’s participation in the
Subscription will be effected in two tranches – firstly, through the issue
of 13,274,194 New Common Shares to Sheffield (which will be issued and
admitted to trading on AIM alongside the other Placing Shares and Subscription
Shares (together, the “First Admission”)) and, secondly, through the issue
to Sheffield of a further 6,638,597 New Common Shares (which will be admitted
to trading on AIM following TSX Venture Exchange approval of Sheffield as an
insider of the Company (the “Second Admission”)).
Director Participation
Thomas Layman, a Director of the Company, participated in the Fundraising. The
number of New Common Shares conditionally subscribed for by him pursuant to
the Subscription, and his resulting shareholding on First Admission, is set
out below:
Director Number of Existing Ordinary Shares Number of Subscription Shares Number of Common Shares on First Admission ( 1) Percentage of Enlarged Issued Share Capital on Admission ( 1)
Thomas Layman, NED 1,120,000 663,760 1,783,760 0.16%
1. Assuming that no employee share incentives or options are exercised between the date of this Announcement and First Admission.
Application for Admission
The Fundraising is conditional on the admission of the New Common Shares to
trading on AIM and the approval of the TSX Venture Exchange. It is expected
that settlement of the relevant New Common Shares forming part of the First
Admission (being 58,155,490 New Common Shares) will occur on 26 April 2024 and
that admission will become effective and dealings in those New Common Shares
will commence on AIM at 8.00 a.m. on 26 April 2024. The New Common Shares will
not trade on the TSX Venture Exchange Market until the date that is four
months and a day after the day of issuance.
The New Common Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank equally in
all respects with the existing Common Shares, including the right to receive
all dividends and other distributions declared, made or paid in respect of
such Common Shares after the date of issue of the Placing Shares. The
Company’s total issued share capital following First Admission will be
1,102,502,915 Common Shares. A separate announcement will be made in respect
of the Second Admission.
UK Market Abuse Regulation
This Announcement contains inside information for the purposes of Article 7 of
UK MAR. Market soundings, as defined in UK MAR, were taken in respect of the
Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this Announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of Article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities. The person
responsible for arranging the release of this announcement on behalf of Falcon
is Phillip O’Quigley.
For further information on the Announcement, please contact:
Falcon Oil & Gas Ltd +353 1 676 8702
Philip O’Quigley / Anne Flynn
Cavendish Capital Markets Limited (Nominated Adviser and Bookrunner) +44 131 220 9771
Neil McDonald / Adam Rae
Capitalised terms used but not defined in the text of this Announcement shall
have the meanings given to them in the announcement made by the Company at
12.30 on 18 April 2024.
About Falcon Oil & Gas Ltd
Falcon is an international oil and gas company engaged in the exploration and
development of unconventional oil and gas assets, with the current portfolio
focused in Australia, South Africa and Hungary. Falcon is incorporated in
British Columbia, Canada and headquartered in Dublin, Ireland with a technical
team based in Budapest, Hungary.
Falcon is listed on AIM and the TSX Venture Exchange Market.
EXCHANGE RATES
Conversions from A$ to US$ in this announcement have been conducted at an
exchange rate of 1.55:1 being the relevant exchange rate on 18 April 2024.
Conversions from US$ to £ in this announcement have been conducted at an
exchange rate of 0.8:1 being the relevant exchange rate on 18 April 2024.
Forward-Looking Information
The Announcement contains (or may contain) certain forward-looking statements
that are subject to risks and uncertainties. Forward looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of the
Company’s operations; (iii) completion of the grant of the ORRIs; (iv) the
completion of the Fundraising, including the First Admission and the Second
Admission; and (v) the use of proceeds of the Fundraising and the grant of the
ORRIs. These statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect", "will", "may", "should", "plan",
"target", "aim" and words of similar meaning or similar expressions or
negatives therefor, reflect the Directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by any such forward-looking
statement. Many of these risks and uncertainties relate to factors that are
beyond the Company’s ability to control or estimate precisely, such as (i)
price fluctuations in crude oil and natural gas; (ii) currency fluctuations;
(iii) drilling and production results; (iv) reserves estimates; (v) loss of
market share and industry competition; (vi) environmental and physical risks;
(vii) risks associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and completion
of such transactions; (viii) legislative, fiscal and regulatory developments
including regulatory measures addressing climate change; (ix) economic and
financial market conditions in various countries and regions; (x) political
risks, including the risks of renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of projects and
delays in the reimbursement of shared costs; (xi) drilling wells is
speculative, often involving significant costs that may be more than estimated
and may not result in discoveries and (xii) changes in trading conditions. The
Company cannot give any assurance that such forward-looking statements will
prove to have been correct. Statements contained in the Announcement regarding
past trends or activities should not be taken as a representation that such
trends or activities will continue in the future. The information contained in
the Announcement is subject to change without notice and, except as required
by applicable law, neither the Bookrunner nor the Company assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein whether as a result of new
information, future events or otherwise. You should not place undue reliance
on forward-looking statements, which speak only as of the date of the
Announcement. Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the Company or
any other person following the implementation of the Placing or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Director / PDMR Shareholding
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Tom Layman
2 Reason for notification
a) Position/Status Non - Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Falcon Oil & Gas Ltd.
b) LEI 213800KQY87Z1KNPIM76
4 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
a) Description of the financial instrument, type of instrument Identification code Common shares in the Company AIM: FOG TSXV: FO
b) Nature of the transaction Purchase of common shares in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
£0.06 663,760 common shares in the Company
d) Aggregated information * Aggregated volume N/A
* Price
e) Date of the transaction 19 April 2024
f) Place of the transaction Off market
Attachment
* 042224 - FINAL - Results Announcement
(https://ml-eu.globenewswire.com/Resource/Download/ecc26b72-4d44-472f-9000-f7f441a015b3)