Upland Resources Limited Variation of Wressle Farm-in Agreement (8764R)

TIDMUPL

RNS Number : 8764R

Upland Resources Limited

26 September 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

26 September 2017

UPLAND RESOURCES LIMITED

("Upland" or the "Company")

Variation of Wressle Farm-in Agreement

Publication of 2(nd) Supplementary Prospectus

Upland Resources Limited (LSE: UPL), the oil and gas company actively building a portfolio of attractive upstream assets, is pleased to announce that its wholly-owned subsidiary, Upland Resources (UK Onshore) Limited ("Upland UK"), has agreed a further variation of the 'long stop' date for satisfaction of the conditions to completion of the conditional agreement dated 24(th) November 2016 (as varied on 21(st) February 2017) for the farm-ins by Upland UK (by way of assignment from Europa Oil & Gas Limited ("Europa Oil & Gas")) to a 10% interest in each of UK onshore petroleum exploration and development licences ("PEDLs") 180 and 182 (the "Wressle Farm-in Agreement").

This follows the decisions by North Lincolnshire Council's Planning Committee ("North Lincolnshire Council") announced on 11(th) January 2017 and 3(rd) July 2017, to refuse planning consent for the Wressle development and a 12 month extension for retention of the well site at the Wressle development and the agreement between Upland UK and Europa Oil & Gas to move the original 'long stop' date from the 31(st) March 2017 to the 30(th) September 2017 (as announced by Upland on 21st February 2017). Egdon Resources U.K. Limited ("Egdon"), as operator of PEDLs 180 and 182, has since announced its plans to bring forward appeals against the decisions by the North Lincolnshire Council in Egdon's 'Operational Update' announcement issued on 14(th) August 2017. The appeals hearing is now expected to begin on 7(th) November 2017, to sit for six days and with a decision expected within six weeks of the end of the appeals hearing.

Variation of Wressle Farm-in Agreement

Upland UK and Europa Oil & Gas have agreed (by a further variation letter signed earlier today) to extend the 'long stop' date for satisfaction of the conditions to completion of the Wressle Farm-in Agreement from 30th September 2017 to 28(th) February 2018. One of the outstanding conditions to completion is the award of relevant planning permissions to the Wressle development. If these conditions are not satisfied before that date, Upland UK is under no obligation to complete the farm-ins or make payment for the 10% interests in PEDLs 180 and 182. In the event of rejection of any of the planning appeals, Upland UK may terminate the Wressle Farm-in Agreement at any time following the result of the appeals being known, without having to wait until 28(th) February 2018. Its GBP160,000 deposit will then be returned to Upland UK and Upland UK will have no further payment obligations under the Wressle Farm-in Agreement.

In addition, the 'long stop' date of 1(st) September 2018 before which, under the Wressle Farm-in Agreement, Europa Oil & Gas had agreed that it will not (subject to certain limited exceptions) dispose of or otherwise transfer any of (or any interest in) the 23,076,923 new shares of no par value in the Company (the "Initial Consideration Shares") due to be issued to it on completion of the Wressle Farm-in Agreement, has been further extended to 1(st) February 2019.

2(nd) Supplementary Prospectus

In connection with the variation of the Wressle Farm-in Agreement, the Company has today published a 2(nd) Supplementary Prospectus (to the original Prospectus dated 28(th) November 2016 and Supplementary Prospectus dated 21(st) February 2017). A copy of the 2(nd) Supplementary Prospectus will shortly be available on the Company's website at http://www.uplandres.com and hard copies will also be available at the offices of the Company's financial adviser and broker, Optiva Securities Limited, 2 Mill Street, Mayfair, London W1S 2AT.

The 2(nd) Supplementary Prospectus has also been submitted to the National Storage Mechanism and will be available shortly at http://www.morningstar.co.uk/uk/NSM.

Steve Staley, Upland Resources Limited CEO, said:

"We believe that Wressle is an excellent asset and that a stake in it will produce substantial revenue for Upland in the near future.

This revised deal with Europa Oil & Gas allows us time to see the results of the planning appeals that are only a few weeks away. The format of the appeals is very different to the planning decisions made by North Lincolnshire Council - the appeals take prior written dispositions which are subject to proper scrutiny and cross examination and they are held within a well-constrained framework and timeframe. Hence this is a process in which the Planning Inspectorate will now consider and act on the facts - efficiently and objectively. Given the strong case of the Wressle co-licensees, we believe these appeals stand a very good chance of success, especially as North Lincolnshire Council's own planning officers recommended approval. If, however, they are not successful Upland will have not paid for the stakes in PEDLs 180 and 182.

Over the past months, the Company has been very active in assessing a number of additional opportunities. I am pleased to say that good progress has been made and look forward to updating shareholders."

This announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse

For further information, please contact:

 
 Upland Resources Limited                           www.uplandres.com 
 Steve Staley, CEO                           Tel: [phone] 
                                               [e-mail] 
 Optiva Securities Limited 
 Jeremy King (Corporate                      Tel: [phone] 
  Finance)                           [e-mail] 
 Christian Dennis (Corporate                 Tel: [phone] 
  Broker)                       [e-mail] 
 FTI Consulting 
 Edward Westropp                             Tel: [phone] 
                                    [e-mail] 
 Flowcomms Ltd 
 Sasha Sethi                                        Tel: [phone] 
                                                  [e-mail] 
 

Notes

Upland is an upstream oil & gas company whose highly experienced management team has a track record of creating major value for shareholders in junior oil & gas companies, including Cove Energy plc. The Company has extensive technical and commercial skills and contacts, management having held senior roles in Petronas, Conoco, Shell etc. Upland is taking advantage of the low oil price to acquire quality upstream assets on attractive terms.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 26, 2017 10:30 ET (14:30 GMT)