REG - AIM - Schedule One - Southern Energy Corp.
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Southern Energy Corp. (the "Company", "Southern Energy" or, together with its subsidiaries, the "Group") (TSXV: SOU)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Registered Office:
4300 Bankers Hall West
888 - 3rd Street S.W.
Calgary, Alberta
T2P 5C5
Trading Address:
Suite # 2400
333-7th Avenue SW
Calgary, Alberta
T2P 2Z1
COUNTRY OF INCORPORATION:
Alberta, Canada
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Southern Energy is an established oil and gas producer headquartered and incorporated in Alberta, Canada, with oil and gas interests in properties located in the south-eastern United States, primarily in Mississippi.
The Group has controlling operated interests in properties covering approximately 30,000 net acres in the Mississippi Interior Salt Basin ("MISB"), which include its two principal properties Mechanicsburg and Mount Olive East, and approximately 1,200 net acres in the Black Warrior Basin. The majority of the Company's leases (97 per cent.) contain producing wells and are 'held by production', requiring no additional drilling or operations for the Group to maintain its existing interest.
The Group currently has a working interest in 239 producing wells. Aggregate Gross production attributable to the Group's working interests is approximately 2,150 boe/d, predominantly comprised of 11.9 MMscf/d of gas production (Q1 2021 average) from conventional, low-decline, long-life reserves in fields with abundant infrastructure, low operating costs and premium commodity pricing. The majority of the Group's producing assets have a predictable and consistent production profile and have been on production for more than 10 years.
As at 1 April 2021, the Group's total Company Gross Proved (1P) gas reserves were 55.9 Bcf, with Net attributable of 44.2 Bcf. Proved plus Probable (2P) Company Gross gas reserves were 62.4 Bcf, with Net attributable of 49.4 Bcf. The corresponding liquids reserves (comprising oil, condensate and NGLs) were 1,063 Mbbl Gross, 851 Mbbl Net 1P, with 2P reserves of 1,236 Mbbl Gross, 988 Mbbl Net.
In addition to increasing production through acquisitions of further properties, the Group's portfolio also provides the opportunity to increase production through infill drilling on its existing properties.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
361,297,054 common shares of no par value in the capital of the Company ("Common Shares").
No Common Shares are held in treasury.
The Common Shares (via Depositary Interests through CREST) will be freely transferable on AIM, however in respect of 136,625,000 new Common Shares issued pursuant to a placing completed on 29 April 2021 (the "Placing"), there is a temporary restriction on the sale of such Common Shares for a period of four months and one day (the "Restricted Period"). This is a TSX Venture Exchange rule (known as an Exchange Hold Period) and is imposed as the Placing was deemed, in Canada, to be a private placement (i.e. no prospectus was issued in Canada). Such Restricted Period will lapse on 30 August 2021, at which point all of the Common Shares will be freely transferable.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on Admission.
Anticipated market capitalisation on Admission: £18.86 million (based on the closing mid-market price of the Company's Common Shares admitted to the TSX-V of CAD0.09 on 23 July 2021, at a CADGBP exchange rate of 0.58) .
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
24.7%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
The Company's Common Shares are listed on the TSX Venture Exchange ("TSXV") under the trading symbol "SOU". The Company will continue to be listed and traded on the TSXV following admission.
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Ian Kenneth Atkinson, President and Chief Executive Officer
Bruce Michael Beynon, Non-Executive Chairman
Reginald Stevenson ("Steve") Smith, Non-Executive Director
Tamara MacDonald, Non-Executive Director
Michael George Kohut, Non-Executive Director
Clifford Neil Smith, Non-Executive Director
Andrew Shatford McCreath, Non-Executive Director
John Joseph ("Joe") Nally, UK Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Shareholder
Number of Common Shares
Before Admission
After Admission
DSS Holdings Inc
39,804,742
11.0%
11.0%
Ian Atkinson
28,475,000
7.9%
7.9%
Vestcor Inc
25,338,597
7.0%
7.0%
Alberta Investment Management Corporation
21,443,484
5.9%
5.9%
Laurentian Bank Securities Inc
18,274,138
5.1%
5.1%
AlphaNorth Partners Fund Inc.
12,500,000
3.5%
3.5%
Insofar as the Company is aware, on Admission approximately 28.1 per cent. of the Company's Common Shares will be held by shareholders who have categorised themselves as "objecting" under Canadian securities laws and, as such, have objected to the details of their holding being disclosed to the Company. All shareholders, including "objecting" shareholders, are obliged under Canadian securities law to disclose the details of their shareholding to the Company should it increase to or above 10 per cent. of the Common Shares outstanding from time to time. Insofar as the Company is aware, there are no "objecting" shareholders with a holding of over 3% of the Company's currently issued share capital.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 31 March 2021
(iii) 30 September 2021 (interim results for the 6 months ended 30 June 2021)
30 June 2022 (annual results for the year ended 31 December 2021)
30 September 2022 (interim results for the 6 months ended 30 June 2022)
As an existing TSX-V listed company, Southern Energy Corp. also prepares quarterly reports.
EXPECTED ADMISSION DATE:
10 August 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom
NAME AND ADDRESS OF BROKERS:
H&P Advisory Limited
2 Park Street
London W1K 2HX
United Kingdom
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website at www.southernenergycorp.com from the date of the Company's Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Company is subject to the National Instrument 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices and National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for the Company (the "Regulations"). In addition to stating compliance with the above Regulations, the Company will set out, in its admission document and on its website, the extent to which its corporate governance practices in line with these Regulations differ from the principles in the QCA Corporate Governance Code.
DATE OF NOTIFICATION:
27 July 2021
NEW/ UPDATE:
New
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