Share Name Share Symbol Market Type Share ISIN Share Description
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.0175 33.33% 0.07 0.045 0.06 0.065 0.051 0.0525 10,785,019 16:30:00
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Baron Oil PLC Placing and Subscription to raise GBP2.5 million

14/02/2020 12:29pm

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RNS Number : 0925D

Baron Oil PLC

14 February 2020

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement

14 February 2020

Baron Oil Plc

("Baron" or "the Company")

Conditional Placing and Subscription to raise GBP2.5 million

Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration and production company, focused on opportunities in SE Asia, Latin America and the UK, is pleased to announce that it has raised GBP2.5 million by way of a Conditional Placing and Subscription of 2,500,000,000 new ordinary shares of 0.025p each ("New Ordinary Shares") at a price of 0.1 pence per New Ordinary Share (the "Placing Price") (together, the "Fundraising"). Turner Pope Investments (TPI) Limited acted as sole placing agent.

It is intended that the proceeds of the Placing will largely be used to fund Baron's share of the ongoing TL-SO-19-16 PSC ("Chuditch PSC") Work Programme and the drilling of the onshore El Barco-3x well in Peru, as well as providing additional working capital. As previously announced, the Chuditch PSC has a gross estimate made by Shell of Mean gas in place of 2,320 billion cubic feet ("BCF") and gas recovery potential, based on Shell's original estimates in the range of 55% to 75%, in the order of 1,276 to 1,740 BCF, considered by Baron to be Prospective Resources but not SPE PRMS compliant. In Peru, Baron hopes to drill El Barco-3x later this year targeting 2U (P50) SPE PRMS compliant unrisked recoverable Prospective Resources of 8.5 million barrels of oil recoverable from the higher risk Amotape Basement and 14.7 BCF of gas recoverable from the low risk, shallower Mancora Sand.

The Fundraising

The Fundraising comprises a placing of 2,442,500,000 New Ordinary Shares (the "Placing") and a subscription of 57,500,000 New Ordinary Shares (the "Subscription"). The Company has utilised its existing share authorities under the disapplication of pre-emption rights to issue 735,714,286 New Ordinary Shares for settlement and admission on 20 February 2020 (the "Tranche 1 Placing Shares") with the balance of 1,764,285,714 New Ordinary Shares (the "Tranche 2 Placing Shares") conditional on the passing of the Resolutions to be proposed at a General Meeting on or around 10 March 2020.

The Placing Price represents a discount of 58.3 per cent. to the closing middle market price of 0.24 pence per Existing Ordinary Share on 13 February 2020, being the latest practicable date prior to the announcement of the Placing. The New Ordinary Shares will represent 56.48 per cent. of the Company's Enlarged Share Capital immediately following Admission.

The Circular relating to the General Meeting will be sent to shareholders shortly. A further announcement will be made when the circular is published and it will also be made available for download from the Company's website ( ).

Malcolm Butler, Executive Chairman of Baron Oil, commented:

"The Board is pleased that this Fundraising has been completed successfully, albeit at a significant discount to recent share prices.

"We continue to be very excited by the potential value that can be realised through our investment in SundaGas (Timor-Leste Sahul) Pte. Ltd, parent company of the Operator of the Chuditch PSC, in the initial phases of seismic reprocessing and thereafter through an appraisal and exploration drilling programme. We also have provisional plans to drill the low-cost, low risk El Barco-3x well in Peru which offers the potential for significant value on discovery."

Director Subscriptions

Andrew Yeo and Jon Ford have subscribed for a total of 57,500,000 New Ordinary Shares at a price of 0.1p per share (the "Director Subscriptions"). These form part of the Tranche 2 Placing Shares. Details of the Director Subscriptions are outlined in the table below.

 Director      Position                      New Ordinary           Shareholding          % holding 
                                             Shares being              following          following 
                                               subscribed              Admission          Admission 
 Andrew Yeo    Managing Director               50,000,000            106,250,000              2.40% 
              -------------------  ----------------------  ---------------------  ----------------- 
 Jon Ford       Director                        7,500,000              7,500,000              0.17% 
              -------------------  ----------------------  ---------------------  ----------------- 

Related Party Transaction

As both Andrew Yeo and Jon Ford are directors of the Company, the Director Subscriptions are deemed related party transactions for the purposes of Rule 13 the AIM Rules ("Related Party Transactions").

Malcolm Butler, being the independent Director for the purposes of the Related Party Transactions, considers, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the terms and conditions of the Director Subscription are fair and reasonable insofar as all shareholders of the Company are concerned.

Application for Admission

Completion of the Fundraising is conditional, inter alia, upon admission of the New Ordinary Shares to trading on AIM ("Admission").

Application has been made to the London Stock Exchange for the Tranche 1 Placing Shares to be admitted to trading on AIM and it is expected that admission of the Tranche 1 Placing Shares will take place and that trading will commence on or around 8:00 a.m. on 20 February 2020. The Tranche 1 Placing Shares will rank pari passu in all respects with the existing ordinary shares.

The Tranche 2 Placing Shares will admit following approval at the General Meeting.

Total Voting Rights

Following admission of the Tranche 1 Placing Shares, the Company's share capital and total voting rights will comprise 2,662,123,862 Ordinary Shares. The Company does not hold any shares in treasury. Consequently 2662,123,862 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 FCA's Disclosure and Transparency Rules.

For further information, please contact:

Baron Oil Plc                           +44 (0)20 7117 2849 
Dr Malcolm Butler, Executive Chairman 
Andy Yeo, Managing Director 
SP Angel Corporate Finance LLP          +44 (0)20 3470 0470 
Nominated Adviser and Joint Broker 
Stuart Gledhill, Stephen Wong 
Turner Pope Investments (TPI) Limited   +44 (0)20 3657 0050 
Joint Broker 
Andy Thacker, Zoe Alexander 

PDMR Notification

 1.     Details of the person discharging managerial responsibilities/person 
         closely associated 
  (a)   Full name of person Dealing                     i. Andrew Yeo 
                                                         ii. Jonathan Ford 
       -----------------------------------------  --------------------------------------------- 
 2.     Reason for notification 
  (b)   Position/status                                 i. Managing Director 
                                                         ii. Non-Executive Director 
       -----------------------------------------  --------------------------------------------- 
  (c)   Initial notification/ Amendment            Initial notification 
       -----------------------------------------  --------------------------------------------- 
 3.     Details of the issuer, emission allowance market participant, 
         auction platform, auctioneer or auction monitor 
  (d)   Name of entity                             Baron Oil Plc 
       -----------------------------------------  --------------------------------------------- 
  (e)   LEI                                        213800MBSOS9UZ5SW712 
       -----------------------------------------  --------------------------------------------- 
 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,   Ordinary shares of 
         type of instrument                         0.025 pence each in 
                                                    the Company 
       -----------------------------------------  --------------------------------------------- 
  (b)   Identification code                        GB00B01QGH57 
       -----------------------------------------  --------------------------------------------- 
  (c)   Nature of the transaction                  Subscription for ordinary 
       -----------------------------------------  --------------------------------------------- 
  (d)   Price(s) and volume(s)                       Prices(s)       Volume(s) 
                                                     i. 0.1 pence   i. 50,000,000 
                                                        ii. 0.1      ii. 7,500,000 
       -----------------------------------------  --------------------------------------------- 
  (e)   Aggregated information:                    Single transaction 
         - Aggregated volume                        as in 4(d) above  Prices(s)       Volume(s) 
         - Price                                     i. 0.1 pence   i. 50,000,000 
                                                        ii. 0.1      ii. 7,500,000 
       -----------------------------------------  --------------------------------------------- 
  (f)   Date of transaction                        14 February 2020 
       -----------------------------------------  --------------------------------------------- 
  (g)   Place of transaction                       Outside a trading venue 
       -----------------------------------------  --------------------------------------------- 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact or visit



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February 14, 2020 07:29 ET (12:29 GMT)

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