REG - Lansdowne Oil & Gas - Convertible Loan Agreement

Lansdowne Oil & GasAnnouncement

20/09/2024 07:30

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RNS Number : 9600E  Lansdowne Oil & Gas plc  20 September 2024

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the retained EU law version
of the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service ("RIS"),
this inside information is now considered to be in the public domain. If you
have any queries on this, then please contact Steve Boldy, the Chief Executive
Officer of the Company (responsible for arranging release of this
announcement).

 

 

20 September 2024

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

 

Convertible Loan Agreement

 

Lansdowne Oil & Gas plc ("Lansdowne" or "the Company") is pleased to
confirm that the Company has entered into a Convertible Loan Agreement for GBP
95,000 (the "Loan"), arranged by Tavira Financial Limited, the Company's joint
broker, with Directors of the Company and a number of existing shareholders.

Lansdowne intends to use the funds to provide working capital whilst
discussions continue with potential funders for Lansdowne's Energy Charter
Treaty claim against Ireland and work progresses towards a potential reverse
takeover.

Trading in the Company's shares on AIM will remain suspended until the
completion of a reverse takeover, which requires the publication of an
admission document and the approval of such a transaction at a General Meeting
of the Company, or the Company is readmitted to trading on AIM as an investing
company.

Loan terms

The Loan is unsecured, carries no interest and shall be converted into new
ordinary shares of 0.01 pence each in the Company ("New Ordinary Shares") at
the time of completing a reverse takeover and subject to shareholder approval
for the extension of share issuance authorities. The conversion price will be
the lower of 0.1 pence (being the share price at the time of suspension on 21
March 2024), or a 20% discount price to the issue price at the time of any
issuance of shares alongside a future reverse takeover.

Related Party Subscription

Jeffrey Auld, Chairman of the Company, and Stephen Boldy, Chief Executive,
have each subscribed for £7,300 and £6,000 respectively of Convertible Loan
Notes on the same terms as other investors (the "Related Party Subscription").

As Jeffrey Auld and Stephen Boldy are Directors of the Company, they are
considered to be Related Parties of the Company as defined under the AIM Rules
for Companies (the "AIM Rules") and the proposed Director Subscriptions set
out above, are considered to be Related Party Transactions pursuant to Rule 13
of the AIM Rules.

The Director of the Company independent from the Related Party Subscription,
being Daniel McKeown, considers, having consulted with the Company's Nominated
Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the
Related Party Subscription are fair and reasonable insofar as the Company's
Shareholders are concerned.

 

For further information please contact:

 Lansdowne Oil & Gas plc             +353 1 963 1760
 Steve Boldy

 SP Angel Corporate Finance LLP      +44 (0) 20 3470 0470
 Nominated Adviser and Joint Broker
 Stuart Gledhill
 Richard Hail

 Tavira Financial Limited            +44 (0) 20 3192 1739
 Joint Broker
 Oliver Stansfield

 

 

Notes to editors:

About Lansdowne

Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration and appraisal
company focused on the North Celtic Sea and quoted on the AIM market and head
quartered in Dublin.

In May 2023 the application for a Lease Undertaking for the Barryroe Field, in
which Lansdowne held a 20% interest, was refused by the Irish Department of
the Environment, Climate and Communications.

In June 2023 Lansdowne announced the commencement of action under the
Arbitration Process of the Energy Charter Treaty.

On 20 September 2023, Lansdowne announced that, under AIM Rule 15, the Company
had been designated to be a cash shell.  Accordingly, the shares of the
Company were suspended from trading on AIM as at 07.30 am on 21 March 2024
("Suspension").

For more information on Lansdowne, please refer to www.lansdowneoilandgas.com
(http://www.lansdowneoilandgas.com) .

 

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:                                                         Jeffrey Auld
 2.            Reason for the notification
 a)            Position/status:                                              Non-Executive Chairman
 b)            Initial notification/Amendment:                               Initial notification
 3.            Details of the issuer, emission allowance market participant, auction
               platform, auctioneer or auction monitor
 a)            Name:                                                         Lansdowne Oil & Gas PLC
 b)            LEI:                                                          213800V994AL9RVAHG27
 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:  Ordinary Shares of 0.01 pence each

               Identification code:                                          GB00B1250X28
 b)            Nature of the transaction:                                    Convertible Loan Note Subscription
 c)            Price(s) and volume(s):

Price(s)                                                 Volume(s)
                                                                             0.1  pence                                               £7,300

                                                                             (or 20% discount to a future RTO fundraising if lower)

 
 d)            Aggregated information:                                       Single transaction as in 4 c) above

Price(s)                                                 Volume(s)
               Aggregated volume:                                            0.1  pence                                               £7,300

               Price:                                                        (or 20% discount to a future RTO fundraising if lower)

 
 e)            Date of the transaction:                                      20 September 2024

                                                                             07:30 BST
 f)            Place of the transaction:                                     Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)                                                 Volume(s)
 0.1  pence                                               £7,300

 (or 20% discount to a future RTO fundraising if lower)

 

e)

Date of the transaction:

20 September 2024

07:30 BST

f)

Place of the transaction:

Outside a trading venue

 

 1.            Details of the person discharging managerial responsibilities/person closely
               associated
 a)            Name:                                                         Stephen Boldy
 2.            Reason for the notification
 a)            Position/status:                                              Chief Executive
 b)            Initial notification/Amendment:                               Initial notification
 3.            Details of the issuer, emission allowance market participant, auction
               platform, auctioneer or auction monitor
 a)            Name:                                                         Lansdowne Oil & Gas PLC
 b)            LEI:                                                          213800V994AL9RVAHG27
 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:  Ordinary Shares of 0.01 pence each

               Identification code:                                          GB00B1250X28
 b)            Nature of the transaction:                                    Convertible Loan Note Subscription
 c)            Price(s) and volume(s):

Price(s)                                                 Volume(s)
                                                                             0.1  pence                                               £6,000

                                                                             (or 20% discount to a future RTO fundraising if lower)

 
 d)            Aggregated information:                                       Single transaction as in 4 c) above

Price(s)                                                 Volume(s)
               Aggregated volume:                                            0.1  pence                                               £6,000

               Price:                                                        (or 20% discount to a future RTO fundraising if lower)

 
 e)            Date of the transaction:                                      20 September 2024

                                                                             07:30 BST
 f)            Place of the transaction:                                     Outside a trading venue

 

d)

Aggregated information:

Aggregated volume:

Price:

Single transaction as in 4 c) above

 Price(s)                                                 Volume(s)
 0.1  pence                                               £6,000

 (or 20% discount to a future RTO fundraising if lower)

 

e)

Date of the transaction:

20 September 2024

07:30 BST

f)

Place of the transaction:

Outside a trading venue

 

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