REG - Nostra Terra O&G Co - Board Changes & Withdrawal of GM Requisitions

Nostra Terra Oil and GasAnnouncement

03/03/2020 07:00

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RNS Number : 7719E  Nostra Terra Oil & Gas Company PLC  03 March 2020

3 March 2020

 

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

 

Board Changes & Withdrawal of GM Requisitions

 

Nostra Terra (AIM: NTOG), the oil & gas exploration and production company
with a portfolio of development and production assets in Texas, USA, is
pleased to announce the following changes to the composition of the board of
the Company (the "Board"), effective 3 March 2020.

 

Overview

 

·    Andrew Morrison appointed as Non-Executive Chairman for 12 months*

·    Stephen Staley appointed as a Non-Executive Director, transitioning
to Non-Executive Chairman in 12 months' time*

·    Reconstituted Board comprises;

o          Andrew Morrison (Non-Executive Chairman)

o          Matthew Lofgran (CEO)

o          Stephen Staley (Non-Executive Director)

o          John Stafford (Non-Executive Director)

 

The reconstituted Board will immediately conduct a review of all aspects of
the business, including on remuneration and operations. All Directors will be
proposed for re-election at the next AGM of the Company and Matt Lofgran
commits to remain as President of the Company's subsidiary, New Horizons
Energy 1 LLC, for six months should he cease to act as a Director of the
Company at any time (together, the "Commitment").

 

* Subject to re-election as set out above

 

Background information on Mr Morrison and Dr Staley

 

Andrew (Andy) Morrison is an outcome‐focused Chairman and Chief Executive
Officer of growth businesses with successful experience in both major
multi‐national corporations and smaller public companies. He has a
background in strategic business development combined with technical literacy,
an entrepreneurial mind‐set and a reputation for addressing and resolving
challenging commercial situations. He is currently Chairman of Spinnaker
Opportunities Plc., a LSE Main Market Standard Listed cash shell pursuing an
acquisition in the medicinal cannabis sector. Through his work with Spinnaker
and in prior roles in the oil and gas sector, including in the US, Andy has
built up a strong network and relevant deal flow amongst the oil and gas
advisory and entrepreneurial community.

 

Dr Stephen (Steve) Staley has 37 years of wide-ranging management, technical
and commercial experience in the international oil, gas and power sectors. He
co-founded and floated three companies on the London Stock Exchange, in each
case acting as director and the founding CEO/Managing Director. Most recent of
these was Upland Resources Limited, which he brought to the LSE Main Market
Standard List. He was also both a technical consultant to, and non-executive
director of, Cove Energy plc - the highly successful East Africa focused
explorer.

 

Dr Staley is owner and founder of Derwent Resources Limited, an upstream
consultancy advising on oil and gas opportunities. He is also currently a
non-executive director of ASX- and AIM-listed 88 Energy Ltd and LSE Main
Market Standard Listed Predator Oil & Gas Holdings plc. Prior to this he
has worked for Cinergy Corp., Conoco and BP. He holds a BSc (Hons) in
Geophysics from Edinburgh University, a PhD in Petroleum Geology from
Sheffield University and an MBA from Warwick University. Steve is a Fellow of
the Geological Society.

 

Withdrawal of General Meeting Requisitions

 

Following discussions with Eridge Capital Limited ("Eridge") and Shard
Capital, Eridge has given an undertaking that, conditional on the Company
announcing the abovementioned changes to the Board and the Commitment, its two
requisitions served to the Company to convene a general meeting of the
Company, which is scheduled to take place today (the "General Meeting"), are
withdrawn. Accordingly, all resolutions to be proposed at the General Meeting
today will be withdrawn.

 

 

Further information on Mr Morrison and Dr Staley

 

Andrew John Gowdy Morrison (aged 59)

 

 Current directorships/partnerships  Past directorships/partnerships (last five years)
 Spinnaker Opportunities plc         None
 Spinnaker Management Resources Ltd

 

Between 31 August 2011 and 16 August 2013, Mr Morrison was a director of
Silvermere Energy PLC ("Silvermere"), which entered into a company voluntary
arrangement ("CVA") with its creditors on 16 August 2013. The CVA completed on
20 December 2013, pursuant to which creditors were issued shares in
Silvermere, which was then renamed Tern plc.

 

Mr Morrison is interested in 100,100 ordinary shares in the Company,
representing approximately 0.05% of the Company's issued share capital.

 

Dr George Henry Stephen Staley (aged 60)

 

 Current directorships/partnerships   Past directorships/partnerships (last five years)
 88 Energy Limited                    Cold Gold Company Limited
 Derwent Resources Limited            Upland (Ksar Hadada) Limited
 Predator Oil & Gas Holdings plc      Upland (N Tunisia) Limited
 Staley Limited                       Upland Resources Limited
                                      Upland Resources (UK Onshore) Limited
                                      Upland (Saouaf) Limited
                                      Upland (S Tunisia) Limited

                                      Upland Resources (Sarawak) Sdn. Bhd.

 

Dr Staley does not hold any interest in, or over, the Company's ordinary
shares.

 

There is no other information that is required to be disclosed pursuant to
paragraph (g) of Schedule Two of the AIM Rules for Companies.

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014

 

 

For further information, contact:

 

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

 Matt Lofgran, CEO

 Strand Hanson Limited                                  Tel:    +44 (0) 20 7409 3494 (tel:+44%C2%A0(0)%C2%A020%C2%A07409%C2%A03494)

 (Nominated & Financial Adviser and Joint Broker)

 Rory Murphy / Ritchie Balmer / Jack Botros

 Shard Capital Stockbrokers (Joint Broker)              Tel:    +44 (0) 207 186 9952 (tel:+44%20(0)%20207%20186%209952)

 Damon Heath / Erik Woolgar

 Lionsgate Communications (Public Relations)            Tel:    +44 (0) 7791 892509 (tel:+44%20(0)%207791%20892509)

 Jonathan Charles

 

 

 

 

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