REG - Nostra Terra O&G Co - £450,000 Fundraise aimed at increasing production

Nostra Terra Oil and GasAnnouncement

29/07/2024 07:00

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RNS Number : 1115Y  Nostra Terra Oil & Gas Company PLC  29 July 2024

 

 

Nostra Terra Oil and Gas Company Plc

("Nostra Terra", "NTOG" or "the Company")

 

29 July 2024

 

£450,000 Fundraise aimed at increasing production and cash flow at Pine Mills

Nostra Terra (AIM: NTOG), the international oil & gas exploration and
production company with development and production assets in Texas, USA, is
pleased to announce a successful fundraise supported by institutional
investors, Directors and Management, existing shareholders and new investors.

The Company has raised £450,000 (before expenses) through a subscription and
placing of 1,499,999,998 new ordinary shares (the "Fundraise Shares") at a
price of 0.03p per share (the "Placing Price") (the "Fundraise"). Net funds
will be used to invest in a workover and ongoing development programme at its
principal producing asset Pine Mills, to increase production and cash flow in
the near term along with general working capital.

Paul Welch, Nostra Terra's Chief Executive Officer, said:

"Today's fundraise is an important step in the rebuilding of NTOG as it
enables us to put the proceeds to work into identified workover opportunities
that should significantly increase production at Pine Mills.  I would like to
thank those shareholders and new institutional investors who supported the
fundraise, and I look forward to updating everyone on our operational progress
over the coming months."

Application for Admission and Total Voting Rights

An application will be made to the London Stock Exchange for the 1,499,999,998
Fundraise Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective on or around 2 August 2024.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that on issue of the Fundraise Shares and following
Admission, the Company's enlarged issued ordinary share capital will comprise
2,521,520,532 Ordinary Shares.

The Company does not hold any Ordinary Shares in Treasury.  Therefore,
following Admission, the above figure may be used by shareholders in the
Company as the denominator for the calculations to determine if they are
required to notify their interest in, or a change to their interest in the
Company, under the FCA's Disclosure Guidance and Transparency Rules.

 

 

 

 

Director participation

The following Directors of the Company have subscribed for Fundraising Shares
(the "Director's Subscription"):

 Director           Subscription amount  Number of Fundraise Shares  Resultant shareholding  Resultant interest in enlarged share capital
 Paul Welch         £5,000               16,666,667                  16,666,667              0.66%
 Dr Stephen Staley  £5,000               16,666,667                  24,833,334              0.98%
 Jim Newman         £30,000              100,000,000                 215,000,000*            8.53%

*including 115,000,000 existing ordinary shares held by Dos Hermanos
International, LLC, of which Mr Newman is a principal.

The subscription by the Directors in the Fundraise, as outlined above and when
aggregated with past subscriptions in the last 12 months, along with a
subscription amounting to £50,000 for 166,666,662 Ordinary Shares by Premier
Miton Group plc (the "Premier Miton Subscription"), a 10.13% shareholder in
the Company, are related party transactions under the AIM Rules for Companies.
Accordingly, John Stafford, the independent director, having consulted with
the Company's nominated adviser, Beaumont Cornish Limited, consider the terms
of the Director's Subscription and Premier Miton Subscription to be fair and
reasonable insofar as shareholders are concerned. The Placing Price is at a
discount of 0.05p ("Discount") to the closing price on AIM on Friday 26 July
2024 of 0.08p and the Fundraise Shares represent approximately 147% of the
Company's existing ordinary shares in issue. In coming to his conclusion, the
Independent Director has inter alia considered the requirement for funding to
develop the Company's main asset and terms which investors generally are
prepared to invest the necessary funding as advised by the Company's Broker.

In connection with the Fundraise, 41,000,000 broker warrants have been granted
to SP Angel Corporate Finance LLP, exercisable at the Placing Price with a
two-year expiry.

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.

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. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

 

For further information, contact:

 

 Nostra Terra Oil and Gas Company plc  Email:   paul@ntog.co.uk

 Paul Welch, CEO

 Beaumont Cornish Limited              Tel:     +44 (0) 20 7628 3396

 (Nominated Adviser)

 James Biddle / Roland Cornish

 SP Angel Corporate Finance LLP        Tel:     +44 (0) 20 3470 0470

 (Broker)

 Richard Hail / Adam Cowl

 Celicourt Communications              Tel:     +44 (0) 20 7770 6424

Email:
NTOG@celicourt.uk
 (PR/IR)

 Mark Antelme / Jimmy Lea

 

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                                                         1)    Paul Welch

                                                                   2)    Dr Stephen Staley

                                                                   3)    Jim Newman
 2    Reason for the notification
 a)   Position/status                                              1)    Chief Executive Officer

                                                                   2)    Non-Executive Chairman

                                                                   3)    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                                                          Nostra Terra Oil and Gas Company plc
 b)   LEI                                                          213800JO9A4LO19YJ129

 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 £0.0001 each

      Identification code

                                                                   GB00BZ76F335

 b)   Nature of the transaction                                    Fundraise of ordinary shares
 c)   Price(s) and volume(s)                                       PDMR            Price     No. of shares
                                                                   Paul Welch      £0.0003   16,666,667
                                                                   Stephen Staley  £0.0003   16,666,667
                                                                   Jim Newman      £0.0003   100,000,000
 d)   Aggregated information                                        N/A, single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      29 July 2024
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 N/A, single transaction

e)

Date of the transaction

29 July 2024

f)

Place of the transaction

Outside a trading venue

 

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