REG - Zephyr Energy PLC - Warrants exercise & Director/PDMR/PCA holdings

Zephyr EnergyAnnouncement

29/12/2022 14:15

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RNS Number : 2399L  Zephyr Energy PLC  29 December 2022

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.

 

 

29 December 2022

 

Zephyr Energy plc

 ("Zephyr" or the "Company")

 

Exercise of warrants, change to total voting rights and Director/PDMR/PCA
shareholdings

 

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF), the Rocky Mountain oil and gas
company focused on responsible resource development from carbon-neutral
operations, announces that further to the Company's announcement on 20
December 2022, it has today received notification for the exercise of warrants
to subscribe for 22,272,727 new ordinary shares of 0.1 pence each
("Ordinary Shares") in the Company at a price of 2 pence per new Ordinary
Share (the "Warrants").

 

In November 2019, Origin Creek Energy LLC ("OCE") (a Company in which Colin
Harrington, CEO of Zephyr, and Rick Grant, Zephyr's Chairman, are both
shareholders and directors, and Colin Harrington is indirectly the controlling
shareholder of OCE) and Chris Eadie, CFO of Zephyr, were issued Warrants as
part of their participation in a placing undertaken at that time. OCE and
Chris Eadie have now served notice to exercise the Warrants over 21,818,182
new Ordinary Shares and 454,545 new Ordinary Shares respectively, for a total
consideration of £445,454. Given the rapid development and multiple
operational milestones and acquisitions completed by the Company, OCE and Mr
Eadie have been unable to exercise the Warrants until now. Funds received by
the Company will be put towards general working capital and CAPEX requirements
of the Company.

 

Application will be made to the London Stock Exchange for the 22,272,727 new
Ordinary Shares resulting from the exercise of the Warrants to be admitted to
trading on AIM and it is expected that admission will occur on or around 5
January 2023 ("Admission").

 

Following Admission, OCE and Chris Eadie's respective beneficial interest in
the Company will be as follows:

 

 Shareholder                                      Shareholding before Warrants exercised  No. of Warrants exercised  New total shareholding  Percentage of issued share capital held
 OCE                                              137,136,364                             21,818,182                 158,954,546              10.04%
 Colin Harrington (total interest including OCE)  138,590,300                             21,818,182*                160,408,482             10.13%

 Chris Eadie                                      6,775,095                               454,545                    7,229,640               0.46%

 

*Comprising of OCE's Warrants only.

 

Total voting rights

 

The issued share capital of the Company on Admission will be 1,583,018,728
ordinary shares of 0.1 pence each with one voting right per share. The Company
does not hold any shares in treasury. The total number of ordinary shares and
voting rights in the Company is therefore 1,583,018,728. With effect from
Admission, this figure may be used by shareholders in the Company 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
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

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                                                         Chris Eadie
 2.                                Reason for the Notification
 a)                                Position/status                                              CFO
 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                                          GB00BF44KY60
 b)                                Nature of the transaction                                    Exercise of Warrants to acquire Ordinary Shares in Zephyr Energy plc

 c)                                Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                                                                2.00p     454,545

 d)                                Aggregated information:

                                   ·Aggregated volume                                           454,545

                                   ·Price                                                       2.00p

 e)                                Date of the transaction                                      29 December 2022
 f)                                Place of the transaction                                     London Stock Exchange, AIM (XLON)

d)

Aggregated information:

·Aggregated volume

·Price

 

454,545

2.00p

 

e)

Date of the transaction

29 December 2022

f)

Place of the transaction

London Stock Exchange, AIM (XLON)

 

 1.                                Details of the person discharging managerial responsibilities / person closely
                                   associated
 a)                                Name                                                         Origin Creek Energy LLC (indirectly controlled by Colin Harrington)
 2.                                Reason for the Notification
 a)                                Position/status                                              Colin Harrington is the CEO of Zephyr Energy plc
 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                                          GB00BF44KY60
 b)                                Nature of the transaction                                    Exercise of Warrants to acquire Ordinary Shares in Zephyr Energy plc

 c)                                Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                                                                2.00p     21,818,182

 d)                                Aggregated information:

                                   ·Aggregated volume                                           21,818,182

                                   ·Price                                                       2.00p

 e)                                Date of the transaction                                      29 December 2022
 f)                                Place of the transaction                                     London Stock Exchange, AIM (XLON)

d)

Aggregated information:

·Aggregated volume

·Price

 

21,818,182

2.00p

 

e)

Date of the transaction

29 December 2022

f)

Place of the transaction

London Stock Exchange, AIM (XLON)

 

 

Contacts:

 

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

 Colin Harrington (CEO)

 Chris Eadie (CFO)

 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

 Panmure Gordon (UK) Limited - Joint-Broker                     Tel: +44 (0) 20 7886 2500

 John Prior / Hugh Rich / James Sinclair-Ford / Freddie Twist

 Celicourt Communications - PR                                  Tel: +44 (0) 20 8434 2643

 Mark Antelme / Felicity Winkles

 

Notes to Editors

 

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) is a technology-led oil and gas
company focused on responsible resource development from carbon-neutral
operations 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 45,000-acre leaseholding located in the
Paradox Basin, Utah, 25,000 acres of which has been assessed by third party
consultants Sproule International to hold, net to Zephyr, 2P reserves of 2.1
million barrels of oil equivalent ("mmboe"), 2C resources of 27 mmboe and 2U
resources 203 mmboe. Following the successful initial production testing of
the recently drilled and completed State 16-2 LN-CC well, Zephyr has planned a
three well drilling program - commencing in 2022 with the State 36-2 LNW-CC
well - to further delineate the scale and value of the project.

 

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.

 

The Williston portfolio currently consists of working-interests in over 200
modern horizontal wells which are expected to provide US$40-45 million of
revenue, net to Zephyr, in 2022. 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.

 

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