REG - Pantheon Resources - Result of Capital Raise

Pantheon ResourcesAnnouncement

26/07/2024 07:15

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RNS Number : 9934X  Pantheon Resources PLC  26 July 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE
TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE
FOR) ORDINARY SHARES TO ANY PERSON.  IN PARTICULAR, THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON
WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD
BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER
THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

 

26 July 2024

 
Pantheon Resources plc
 

Results of Fundraise and Retail Offer

 

 

Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company
with a 100% working interest in the Kodiak and Ahpun projects located in close
proximity to pipeline and transportation infrastructure on Alaska's North
Slope, today announces the results of the Fundraise and Retail Offer which was
announced yesterday.

 

The Fundraise was heavily oversubscribed and the Company, having taken into
account the strong support received from existing and new investors, decided
to increase the size of the Fundraise, and when combined with the Retail
Offer, raised gross proceeds of approximately $29 million before costs.

 

A total of 132,454,566 New Ordinary Shares have been placed and subscribed for
pursuant to the Placing, Subscription and Retail Offer at a price of 17 pence
per Ordinary Share (the "Issue Price"). Canaccord Genuity Limited
("Canaccord") and Zeus Capital Limited ("Zeus Capital") are acting as joint
bookrunners in connection with the Placing (the "Joint Bookrunners" and each a
"Bookrunner").

 

The additional funds raised in the Fundraise will be applied towards data
acquisition such as collecting whole core, tests of multiple horizons and, in
a success case, a possible long term production test at Megrez-1,  as well as
further development of the Company's asset portfolio and general corporate
purposes.

 

A total of 22,380,254 new Ordinary Shares (the "Bond Prepayment Shares") will
be issued to the holder of the Convertible Bond at the Issue Price pursuant to
the Bond Prepayment of $4.9 million, which reduces the outstanding balance of
the convertible bond from $24.5 million to $19.6 million. Additionally, the
holder of the Convertible Bond supported the fundraising through participation
in the Placing at the issue price.

 

 

The New Ordinary Shares and the Bond Prepayment Shares represent 13.9 per
cent. of the issued voting Ordinary Share capital of the Company following the
Fundraise, the Bond Prepayment and the Retail Offer.

 

Application will be made to London Stock Exchange plc for the New Ordinary
Shares and the Bond Prepayment Shares to be admitted to trading on AIM
("Admission"). Subject, amongst other things, to the satisfaction or waiver of
the conditions of the Placing Agreement, it is expected that Admission will
take place and dealings in the New Ordinary Shares and the Bond Prepayment
Shares will commence on AIM on or around 8.00 a.m. on 2 August 2024.

 

Immediately following Admission, the Company's issued share capital will be
1,115,754,480 Ordinary Shares, with each share carrying the right to one vote.
The Company does not hold any Ordinary Shares in treasury. The total voting
rights figure immediately following Admission, of 1,115,754,480 may be used by
shareholders (and others with notification obligations) as the denominator for
the calculations by which they will determine whether they are required to
notify their interest in, or a change to their interest in, the Company under
the Disclosure Guidance and Transparency Rules.

 

 

Directors' participation in the Fundraise

 

All of the Directors, as well as certain management and  advisers,
participated in the Subscription for an aggregate amount of
approximately $1.0 million. Pursuant to the Subscription, the following
Directors have agreed to subscribe for the following Subscription Shares at
the Issue Price:

 

                 Current ultimate beneficial ownership      Number of Subscription Shares being subscribed for  Resultant ultimate beneficial ownership after the Subscription  Percentage of Ordinary Shares on Admission

 Director(1)
 Jay Cheatham                         4,235,346              294,117                                             4,529,463                                                       0.41%
 Justin Hondris                       1,844,753              228,369                                            2,073,122                                                        0.19%
 Jeremy Brest                         2,322,608             228,369                                             2,550,977                                                        0.23%
 Robert Rosenthal                     1,867,821              228,369                                             2,096,190                                                       0.19%
 David Hobbs                          3,697,684             342,554                                              4,040,238                                                       0.36%
 Allegra Hosford Scheirer             -                     22,836                                               22,836                                                          0.00%
 Linda Havard                         -                     45,673                                               45,673                                                          0.00%
 Total                                                      1,390,287

 

 

(1)   Includes shares beneficially held through spouses or private
companies.

 

David Hobbs, Executive Chairman, said, "We are reassured by the overwhelming
demand in this fundraising, but we also value the strategic benefit of
strengthening our hand in ongoing funding and commercial negotiations and
being able to spud the Megrez-1 well on our Ahpun Eastern Topsets in Q4 this
year and to be able to conduct extended testing on that well in a sussess
case. We believe Megrez-1 to be one of the most impactful wells in the
Company's history, targeting a 609 million barrel resource in a high quality
sandstone reservoir, adjacent to pipeline and road infrastructure and
analogous to other fields on the Alaska North Slope currently under
development. Success at Megrez-1 will be potentially game changing for our
Company and we look forward to sharing progress with shareholders in the
coming weeks and months."

 

Unless otherwise specified, all defined and capitalised terms have the same
meaning as set out in the Company's announcement on 25 July 2024 at 16:43.

 

 

 

Further information:

 

 Pantheon Resources plc                                                +44 20 7484 5361
 David Hobbs, Executive Chairman

 Jay Cheatham, CEO

 Justin Hondris, Director, Finance and Corporate Development

 Canaccord Genuity Limited (Nominated Adviser, Sole Broker and Joint
 Bookrunner)
 Henry Fitzgerald-O'Connor                                             +44 20 7523 8000

 James Asensio

 Ana Ercegovic

 Zeus Capital (Joint Bookrunner)                                       +44 20 3829 5000
 Harry Ansell
 Katy Mitchell

 BlytheRay (Corporate Communications)
 Tim Blythe                                                            +44 20 7138 3204

 Megan Ray

 Matthew Bowld

 

 

IMPORTANT INFORMATION

This announcement is released by Pantheon Resources plc and contains inside
information for the purposes of Article 7 of UK MAR. It is disclosed in
accordance with the Group's obligations under Article 17 of UK MAR.

 

No action has been taken by the Group or the Joint Bookrunners, or any of
their respective affiliates, that would, or which is intended to, permit a
public offer of the New Ordinary Shares in any jurisdiction or the possession
or distribution of this announcement or any other offering or publicity
material relating to the New Ordinary Shares in any jurisdiction where action
for that purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this announcement comes shall inform themselves
about, and observe, such restrictions.

 

No prospectus has been made available in connection with the matters contained
in this announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange,
other than the AIM market operated by the London Stock Exchange.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

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                                                         Jay Cheatham

 2   Reason for the notification

 a)  Position/status                                              Chief Executive Officer

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     17p                                                                                       294,117
 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         J. Hondris

 2   Reason for the notification

 a)  Position/status                                              Person Closely Associated with Justin Hondris, Director, Finance and Corporate
                                                                  Development

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                                  Volume(s)

     17p                                                                                                    228,369
 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                          Westman Management Limited
 2   Reason for the notification

 a)  Position/status                                              Person Closely Associated with Jeremy Brest, 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                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                            Volume(s)

     17p                                                                                              228,369

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         Robert Rosenthal
 2   Reason for the notification

 a)  Position/status                                              Director

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     17p                                                                                       228,369

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                          David Hobbs
 2   Reason for the 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                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     17p                                                                                       342,554

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         Allegra Hosford Scheirer
 2   Reason for the 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                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     17p                                                                                       22,836

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         Linda Havard
 2   Reason for the 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                                                         Pantheon Resources plc

 b)  LEI                                                          213800SWHY5DNQS64J23

 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 1 pence each fully paid

                                                                  ISIN: GB00B125SX82

 b)  Nature of the transaction                                    Subscriber in the Capital Raising

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     17p                                                                                       45,673

 d)  Aggregated information                                       N/A (single transaction)

     -      Aggregated volume

     -      Price

 e)  Date of the transaction                                      25 July 2024
 f)  Place of the transaction                                     Outside of a trading venue

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC.

 

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND WITHIN THE UNITED STATES TO CERTAIN QUALIFIED
INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT)
OR ACCREDITED INVESTORS AS DEFINED BY REGULATION D UNDER THE SECURITIES ACT IN
TRANSACTIONS NOT INVOLVING A PUBLIC ‎OFFERING IN THE UNITED STATES. NEITHER
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
OR ENDORSED THE MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THE
CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY SHARES.
THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS
UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF
THEIR SHARES.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, , THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

The distribution of this announcement and/or the Placing and/or the issue of
the New Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the New Ordinary Shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
New Ordinary Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any ‎such
jurisdiction.‎

 

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New
Zealand, or the Republic of South Africa or any other jurisdiction in which
the same would be unlawful. No public offering of the New Ordinary Shares is
being made in any jurisdiction.‎

 

This announcement is not being distributed by, nor has it been approved for
the purposes of sections ‎‎21 of the Financial Services and Markets Act
2000, as amended ("FSMA") by the Joint Bookrunners or any other persons
authorised under FSMA. This announcement is being distributed and
‎communicated to persons in the United Kingdom only in circumstances in
which section ‎‎21(1) of FSMA does not apply or otherwise falls within a
relevant exemption. No prospectus will be ‎made available in connection with
the matters contained in this announcement and no such ‎prospectus is
required (in accordance with the Prospectus Regulation) to be published.
Persons ‎needing advice should consult an independent financial adviser.‎

 

This announcement is only directed at persons in Australia, who it is lawful
to offer the shares to be issued under the Placing without disclosure under
Chapter 6D of the Australian Corporations Act (including those who are
"sophisticated investors" as set out in section 708(8) of the Australian
Corporations Act or who are "professional investors" as set out in section
708(11) of the Australian Corporations Act), and where such action complies
with all applicable laws, regulations and directives and does not require any
document to be lodged with the Australian Securities and Investments
Commission.

 

This announcement is only directed at persons in Singapore, who are: (a)
"institutional investors" (as defined in section 4A(1)(c) of Securities and
Futures Act 2001 of Singapore (the "SFA")); or (b) a "relevant person" (as
defined in section 275(2) of the SFA); or (c) a person to whom an offer is
being made, pursuant to section 275(1A) of the SFA, in compliance with all
applicable laws, regulations and directives. Pursuant to section 309B of the
SFA, persons in Singapore are notified that the New Ordinary Shares are
"prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and
"Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).

 

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraise or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

 

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Japanese Ministry of Finance or the Financial
Markets Authority of New Zealand and the relevant clearances have not been,
and will not be, obtained for the South Africa Reserve Bank or any other
applicable body in the Republic of South Africa in relation to the New
Ordinary Shares and the New Ordinary Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New Zealand or the
Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
announcement should seek appropriate advice before taking any action.

 

This announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel.

 

As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

 

This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any investment decision to subscribe
New Ordinary Shares in the Fundraise must be made solely on the basis of
information contained in this announcement.

 

This announcement has not been approved by any competent regulatory authority.
Canaccord is nominated adviser, sole broker and Joint Bookrunner to the
Company, authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Fundraise and Admission or
any other matters referred to in this announcement and Canaccord will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Fundraise, Admission or any other matters referred to in this
announcement.

 

Zeus Capital is a Joint Bookrunner to the Company, authorised and regulated by
the FCA in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Fundraise and Admission or any other matters referred to in
this announcement and Zeus Capital will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Fundraise,
Admission or any other matters referred to in this announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no ‎responsibility or liability is or will be
accepted by any Joint Bookrunner  or by any of its ‎affiliates or their
affiliates' agents, directors, officers and employees, respectively, as to, or
in relation to, the accuracy or completeness of this announcement or any other
written or oral ‎information made available to or publicly available to any
interested party or its advisers, and any ‎liability therefor (whether in
tort, contract or otherwise) is expressly disclaimed.‎

 

The responsibilities of Canaccord as the Company's Nominated Adviser under the
AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.

 

No statement in this announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this announcement nor in any
previous announcement or in any previous presentation issued by the Company
should be interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings per share of the Company.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

This announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or by any of its affiliates or agents as
to or in relation to, the accuracy or completeness of this announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

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