REG - Zephyr Energy PLC - Director Subscription to raise £0.7 million

Zephyr EnergyAnnouncement

Mon 07:20

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RNS Number : 9357O  Zephyr Energy PLC  30 June 2025

30 June 2025

 

Zephyr Energy plc

("Zephyr" or the "Company")

 

Director Subscription to raise £0.7 million

 

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) announces that further to the
Placing announced on 25 June 2025, certain Directors, management and their
affiliates have now subscribed for, in aggregate, 23,333,333 new ordinary
shares of 0.1 pence each in the Company ("Ordinary Shares") at an issue price
of 3 pence per new Ordinary Share (the "Issue Price"), conditional on the
passing of the Resolutions at the General Meeting on 14 July 2025 (the
"Director Subscription").

 

The Director Subscription raises £0.7 million (before expenses) for the
Company and together with the Placing of 326,666,667 new Ordinary Shares at
the Issue Price, details of which were announced on 25 June 2025, in aggregate
£10.5 million (before expenses) has been raised for the Company.

 

Of the Director Subscription, 2,132,099 new Ordinary Shares have been
subscribed for by certain employees of the Company and the following Directors
have conditionally subscribed for a total of 21,201,234 new Ordinary Shares at
the Issue Price:

 

 Director/shareholder        Position                        New Ordinary Shares being subscribed for  Total Ordinary Shares held on Admission  Percentage of   enlarged share capital on Admission
 Origin Creek Energy LLC(1)  Controlled by Colin Harrington            18,282,716                                177,237,262                    8.44%
 Colin Harrington(1)         Chief Executive Officer                     1,234,568                                   2,688,504                  0.13%
 Rick Grant                  Non-Executive Chairman                         617,284                                  2,117,284                  0.10%
 Chris Eadie                 Group Finance Director                      1,000,000                                   8,229,640                  0.39%
 Gordon Stein                Non-Executive Director                           33,333                                 2,383,333                  0.11%
 Tom Reynolds                Non-Executive Director                           33,333                                 1,033,333                  0.05%

 

(1)Rick Grant, the Non-Executive Chairman of Zephyr, and Colin Harrington, the
Chief Executive Officer of Zephyr, are both shareholders and directors of
Origin Creek Energy LLC ("OCE"), and Colin Harrington is indirectly the
controlling shareholder of OCE. As a result, Colin Harrington's total interest
in the Company including OCE on Admission will be 179,925,766 Ordinary Shares
(representing approximately 8.565 per cent. of the issued share capital of the
Company on Admission).

 

The FCA notification table in respect of these director dealings, made in
accordance with the requirements of UK MAR, is appended further below.

 

Due to limits on the existing share authorities available to the Company the
Placing comprised two tranches. The First Placing completed on 27 June 2025.
The Director Subscription is expected to complete alongside the Second Placing
on or around 15 July 2025 subject to the passing of the Resolutions at the
General Meeting on 14 July 2025, details of which are set out in the
announcement of 24 June 2025.

 

Admission to AIM

 

Application has been made to the London Stock Exchange for admission of the
151,594,765 Second Placing Shares and 23,333,333 Director Shares to trading on
AIM ("Admission"), subject to, amongst other things, the passing of the
Resolutions at the General Meeting. Admission is expected to occur on or
around 15 July 2025 or such later time and/or date as the Bookrunners and the
Company may agree (being in any event no later than 8.00 a.m. on 29 July
2025).

 

Total voting rights

 

Immediately following Admission, the Company will have 2,100,719,020 ordinary
shares of 0.1p each in issue, each with one voting right.  There are no
shares held in treasury. Therefore, the Company's total number of ordinary
shares in issue and voting rights will be 2,100,719,020 and this figure may
be used by shareholders from Admission as the denominator for the calculations
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 FCA's Disclosure
Guidance and Transparency Rules.

 

Unless otherwise defined herein, definitions contained in this announcement
have the same meaning as set out in the Company's announcement of 24 June
2025.

 

Contacts:

 

 Zephyr Energy plc                                              Tel: +44 (0)20 7225 4590

 Colin Harrington (CEO)

 Chris Eadie (Group Finance Director and Company Secretary)

 Allenby Capital Limited - AIM Nominated Adviser                Tel: +44 (0)20 3328 5656

 Jeremy Porter / Vivek Bhardwaj

 Turner Pope Investments - Joint Broker                         Tel: +44 (0)20 3657 0050

 James Pope / Andy Thacker

 Canaccord Genuity Limited - Joint Broker                      Tel: +44 (0)20 7523 8000

 Henry Fitzgerald-O'Connor / Charlie Hammond

 Celicourt Communications - PR

 Mark Antelme / Ali AlQahtani                                  Tel: +44 (0) 20 7770 6424

 

 

Notes to Editors

 

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) is a technology-led oil and
gas company focused on responsible resource development in the Rocky
Mountain region of the United States.  The Company's mission is rooted in
two core values: to be responsible stewards of its investors' capital, and to
be responsible stewards of the environment in which it works.

 

Zephyr's flagship asset is an operated 46,000-acre leaseholding located in
the Paradox Basin, Utah. In addition to its operated assets, the Company
owns working interests in a broad portfolio of non-operated producing wells
across the Williston Basin in North Dakota and Montana. Cash flow from
the Williston production will be used to fund the planned Paradox
Basin development. In addition, the Board will consider further opportunistic
value-accretive acquisitions.

 

This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of Zephyr is Colin Harrington, Chief Executive
Officer.

 

Director/PDMR UK MAR disclosures

 

The following notification, made in accordance with the requirements of the UK
Market Abuse Regulation, gives further details.

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name

Name                     Position
                                                                      Origin Creek Energy LLC  Controlled by Colin Harrington
                                                                      Colin Harrington         Chief Executive Officer
                                                                      Rick Grant               Non-Executive Chairman
                                                                      Chris Eadie              Group Finance Director
                                                                      Gordon Stein             Non-Executive Director
                                                                      Tom Reynolds             Non-Executive Director

 

 2     Reason for the notification
 a)    Position/status                                                See above

 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Zephyr Energy Plc
 b)    LEI                                                            254900TAVH3MBZ1EMC29
 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 0.1p each in Zephyr Energy Plc

       Identification code

                                                                      Identification code (ISIN) for Zephyr Energy Plc ordinary shares of 0.1 pence
                                                                      each: GB00BF44KY60
 b)    Nature of the transaction                                      Purchase of ordinary shares
 c)    Price(s) and volume(s)                                         Name                      Price(s)   Volume(s)
                                                                      Origin Creek Energy LLC  3p                    18,282,716
                                                                      Colin Harrington         3p                      1,234,568
                                                                      Rick Grant               3p                         617,284
                                                                      Chris Eadie              3p                      1,000,000
                                                                      Gordon Stein             3p                           33,333
                                                                      Tom Reynolds             3p                           33,333

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        30 June 2025
 f)    Place of the transaction                                       London Stock Exchange, XLON

 

 

2

Reason for the notification

a)

Position/status

See above

 

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Zephyr Energy Plc

b)

LEI

254900TAVH3MBZ1EMC29

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

Identification code

Ordinary shares of 0.1p each in Zephyr Energy Plc

 

Identification code (ISIN) for Zephyr Energy Plc ordinary shares of 0.1 pence
each: GB00BF44KY60

b)

Nature of the transaction

Purchase of ordinary shares

c)

Price(s) and volume(s)

 Name                      Price(s)   Volume(s)
 Origin Creek Energy LLC  3p                    18,282,716
 Colin Harrington         3p                      1,234,568
 Rick Grant               3p                         617,284
 Chris Eadie              3p                      1,000,000
 Gordon Stein             3p                           33,333
 Tom Reynolds             3p                           33,333

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

30 June 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

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