REG - Union Jack Oil PLC - Placing and Subscription of £2m to fund growth

Union Jack OilAnnouncement

23/07/2025 14:15

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RNS Number : 2822S  Union Jack Oil PLC  23 July 2025

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

23 July 2025

 

Union Jack Oil plc

("Union Jack" or the "Company")

Placing and Subscription of £2 million to fund growth

Union Jack Oil plc (AIM: UJO), a UK and USA focused onshore hydrocarbon
production, development and exploration company, is pleased to announce that
it has raised gross proceeds of £2 million (before expenses) through a
successful placing (the "Placing") and subscription (the "Subscription") of
an  aggregate of 40,000,000 new ordinary shares of 5 pence each in the
Company ("New Ordinary Shares"), (the "Fundraise") at a price of 5 pence per
New Ordinary Share (the "Issue Price").

It is proposed that each Placing and Subscription share will have one warrant
attached, exercisable at 8 pence for a period of 2 years, representing a total
of 40,000,000 warrants (the "Fundraise Warrants"). The New Ordinary Shares
issued pursuant to the Placing and Subscription have been issued utilising the
Company's existing authorities. The issue of the Fundraise Warrants will be
subject to shareholder approval at a General Meeting, details of which will be
notified in the coming days.

SP Angel Corporate Finance LLP ("SP Angel") and Zeus Capital Limited ("Zeus")
acted as Joint Brokers in relation to the Placing (together "Joint Brokers").

Successful Strategic Entry into the USA

Over the past 12 months, following the Company's successful strategic entry
into the USA in pursuit of near-term growth opportunities, Union Jack has
delivered four back-to-back discoveries, established oil and gas production
and sales and built a high-return Mineral Royalty portfolio.

Following the success of the recently drilled Mocassin-1 well, this play type
is replicated in a number of other target wells that have been identified by
the Company and its strategic Joint Venture and drilling partner, Reach Oil
and Gas Company Inc. ("Operator").

The H2 2025 drilling programme has already commenced in Oklahoma and is
focused on a three well, high-impact drilling programme that offers various
primary and secondary stacked pay opportunities, expected to generate
substantial news over the next six-month period and beyond.

Use of Proceeds

The Company will use the net proceeds of the Fundraise to fund continued
success in the USA.

This success will be driven through the execution of a high-impact three well
drilling programme in Oklahoma at a cost of circa US$3,000,000 that represents
material value-creation opportunities as indicated by the combination of the
size of the estimated recoverable resource, NPV10% pre-tax values at a US$65
oil price on success ("NPV10") with high estimates of the chance of success
("COS") of finding moveable hydrocarbons as estimated by the Operator,
combined with a material working interest level held by Union Jack ("WI"):

o    "Sark" Central Oklahoma (60% WI) - has an estimated recoverable
resource of 1,440,000 barrels of oil gross, COS of 65% and NPV10% circa
US$19,900,000 net (see further details in the RNS dated 9 July 2025)

o    "Crossroads" Southern Oklahoma (43% WI) - has an estimated recoverable
resource of 1,670,000 barrels of oil gross, COS of 40% and NPV10% of circa
US$11,600,000 net

o    "Wolverine-1" Central Oklahoma (30% WI) - has an estimated recoverable
resource of circa 1,310,000 barrels of oil, COS of 80% and NPV10% circa
US$7,500,000 net

The three well programme has a potential aggregate NPV10% of circa
US$39,000,000 net.

During Q2 2025, Union Jack averaged production from the USA and the UK of
circa 175 boepd net and remains profitable.

The Company has a new investor presentation on its website which provides
further information that can be accessed through the following link:
https://unionjackoil.com/ (https://unionjackoil.com/)

 

To view the new investor presentation, please click
here: http://www.rns-pdf.londonstockexchange.com/rns/2822S_1-2025-7-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2822S_1-2025-7-23.pdf)

 

David Bramhill, Executive Chairman of Union Jack, commented: "The Board would
like to thank those new investors and shareholders who have participated in
the Fundraise that will help deliver further growth for the Company.

"In just over 15 months, the Company, which remains debt free, has drilled
four consecutive discoveries and compiled a portfolio of what we believe to be
dynamic projects, forming the foundations of a valuable commercial business in
the USA, complementing our profitable revenues from Wressle and Keddington in
the UK.

"The recent success at Moccasin has been a major catalyst and Union Jack now
has a fully-funded drilling and development programme in Oklahoma. We have
commenced our high-impact three well drilling campaign that will deliver
sustained news flow over the next six months and beyond in support of our
stated growth strategy that, on success, will be financially transformative."

 

Further details on the Placing

The Placing comprises the issue of 32,200,000 New Ordinary Shares (the
"Placing Shares") at the Issue Price to conditionally raise approximately
£1.61 million before expenses for the Company.

The Company and the Joint Brokers have entered into a placing agreement (the
"Placing Agreement"). Pursuant to the terms of the Placing Agreement, the
Joint Brokers, as agents for the Company, have conditionally agreed to use
their reasonable endeavours to procure subscribers for the Placing Shares. The
Joint Brokers have conditionally placed the Placing Shares with certain
institutional and other investors at the Issue Price.

Further details on the Subscription

The Subscription comprises the issue of an aggregate of 7,800,000 New Ordinary
Shares (the "Subscription Shares") at the Issue Price to conditionally raise
proceeds of approximately £390,000 before expenses for the Company.

 

Further details on the Fundraise

 

Both the Placing Shares and the Subscription Shares will rank pari passu with
the Company's existing Ordinary Shares. The New Ordinary Shares issued
pursuant to the Fundraise will represent approximately 27 per cent. of the
enlarged share capital of the Company (as enlarged by the Fundraise, excluding
shares held in treasury).

 

Related Party Transactions

David Bramhill, Joseph O'Farrell and Craig Howie ("Directors"), the Company's
Executive Chairman, Executive Director and Non-Executive Director,
respectively, and Matt Small, Company Secretary (Non-Board PDMR), have
subscribed for an aggregate amount of £190,000 in the Fundraise as follows:

 Director/ PDMR    Holding prior to Subscription  Number of Subscription Shares acquired pursuant to the Subscription  Value of Subscription  Resultant Shareholding  % of Enlarged Share Capital
 Craig Howie       Nil                            3,000,000                                                            £150,000               3,000,000               1.96%
 David Bramhill    416,646                        300,000                                                              £15,000                716,646                 0.47%
 Joseph O'Farrell  2,031,314                      300,000                                                              £15,000                2,331,314               1.53%
 Matt Small        Nil                            200,000                                                              £10,000                200,000                 0.13%

 

As Directors of the Company, David Bramhill, Joseph O'Farrell and Craig Howie
are deemed to be related parties of the Company under the AIM Rules for
Companies (the "AIM Rules") and therefore their participation in the Fundraise
is classified as a related party transaction. The independent director of the
Company, being Graham Bull, a Non-Executive Director of the Company, having
consulted with SP Angel, the Company's Nominated Adviser, considers that the
terms of the Directors' participation are fair and reasonable in-so-far as the
Company's shareholders are concerned.

 

Application for Admission

Completion of the Fundraise is conditional upon admission of the New Ordinary
Shares to trading on AIM ("Admission").

Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM and it is expected that Admission will
take place and that trading will commence on or around 8:00 a.m. on 29 July
2025. The New Ordinary Shares will rank pari passu in all respects with the
existing ordinary shares.

 

Notice of General Meeting

In order to issue the Fundraise Warrants, the Company is preparing a Notice of
General Meeting (the "Notice") to seek authority to disapply pre-emption
rights of the Fundraise Warrants. The General Meeting date will be
communicated to shareholders in the coming days and a further announcement
will be made when the Notice has been sent to shareholders.

 

Total Voting Rights

Following Admission, the Company's share capital will comprise 152,865,896
Ordinary Shares. The Company holds 6,300,000 shares in Treasury, consequently
the total voting rights will comprise 146,565,896 Ordinary Shares which is the
figure which may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.

 

For further information, please contact:

Union Jack Oil
plc                                                                                info@unionjackoil.com

David Bramhill

 

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

Nominated Adviser and Joint Broker

Matthew Johnson

Richard Hail

Jen Clarke

 

Zeus Capital
Limited                                                                            +44
(0)20 3829 5000

Joint Broker

Antonio Bossi

Simon Johnson

George Duxberry

PDMR Dealing Notifications

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name(s)                                                      David Bramhill

                                                                   Joseph O'Farrell

                                                                   Craig Howie

                                                                   Matthew Small
 2    Reason for the notification
 a)   Position/status                                              Executive Chairman

                                                                   Executive Director

                                                                   Non-Executive Director

                                                                   Company Secretary
 b)   Initial notification /Amendment                               Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Union Jack Oil plc
 b)   LEI                                                          2138005VW7IUUUPY5Q88
 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  New Ordinary Shares

      Identification code                                          ISIN: GB00BLH1S316

 b)   Nature of the transaction                                     Issue of Ordinary Shares in connection with a Placing and Subscription
 c)   Price(s) and volume(s)                                                            Price(s)  Volume(s)

                                                                                      5p   300,000

                                                                                             300,000

                                                                                             3,000,000

                                                                                             200,000
 d)   Aggregated information

Price(s)  Volume(s)
      - Aggregated volume                                          5p   3,800,000

      - Price

 e)   Date of the transaction                                      23 July 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

d)

 

Aggregated information

- Aggregated volume

- Price

 

 

 Price(s)  Volume(s)
 5 p       3,800,000

e)

Date of the transaction

23 July 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

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