Falcon Oil & Gas Ltd. Falcon Oil & Gas Ltd. - Results Of Placing

 
TIDMFOG 
 
 
   THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED 
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN 
OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), AUSTRALIA, NEW 
ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER 
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE 
UNLAWFUL. 
 
   THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF 
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN 
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR EURONEXT 
GROWTH RULES OR FORM PART OF ANY OFFER, RECOMMATION, INVITATION TO 
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE 
FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY 
 
   17 May 2019 
 
   Falcon Oil & Gas Ltd. 
 
   Results of Placing 
 
   Falcon Oil & Gas Ltd. ("Falcon" or the "Company") (AIM: FOG, Euronext 
Growth: FAC, TSXV: FO.V), the international oil and gas company engaged 
in the exploration and development of unconventional oil and gas assets, 
is pleased to confirm the results of the proposed Placing announced by 
the Company on 17 May 2019. 
 
   The Company can confirm that the Bookbuild has been completed and Falcon 
has, conditionally, raised gross proceeds of c. GBP7 million (c.US$9 
million) through the Placing, with Placees agreeing to subscribe for a 
total of 50,543,242 Placing Shares at a Placing Price of GBP0.14 per 
Placing Share. 
 
   The net proceeds of the Placing will primarily be used to fund Falcon's 
share of estimated capital expenditure in respect of the drilling and 
hydraulic fracture stimulation of four horizontal wells in the Beetaloo 
Sub-basin, Australia. 
 
   Application for Admission 
 
   The Placing is conditional on the admission of the Placing Shares to 
trading on Euronext Growth and AIM.  Conditional approval to trading of 
the Placing Shares on the TSX Venture Exchange Market was received by 
the Company on 16 May 2019. It is expected that settlement of the 
Placing Shares will occur, Admission will become effective and that 
dealings in the Placing Shares will commence on Euronext Growth and AIM 
at 8.00 a.m. on 22 May 2019. The Placing Shares will not trade on the 
TSX Venture Exchange Market until the date that is four months and a day 
after the day of issuance. 
 
   The Placing Shares will, when issued, be subject to the articles of 
association of the Company and credited as full paid and will rank pari 
passu in all respects with the existing issued Common Shares, including 
the right to receive dividends and other distributions declared, made or 
paid in respect of such Common Shares after the date of issues of the 
Placing Shares. The Company's total issued share capital following 
Admission will be 981,847,425 Common Shares. 
 
   The information contained within this announcement is deemed by the 
Company to constitute inside information as stipulated under the Market 
Abuse Regulations (EU) No. 596/2014.Upon the publication of this 
Announcement this inside information is now considered to be within the 
public domain. 
 
   Capitalised terms not defined in this announcement shall have the 
meaning given to them in the announcement made by the Company at 7.00 
a.m. on 17 May 2019. 
 
   Phillip O'Quigley, Chief Executive Officer of Falcon, said: 
 
   "Falcon is delighted with the proposed placing to conditionally raise 
c.US$9 million. This placing will see the Company being adequately 
funded through the next c.US$100m of capital expenditure on the Beetaloo 
project. Preparations continue for the re-commencement of drilling of 
Stage 2 in mid-2019, which will include the drilling and hydraulic 
fracture stimulation of two horizontal wells, and we look forward to 
updating the market in due course." 
 
   For further information on the Announcement, please contact: 
 
   Falcon Oil & Gas Ltd                                                                                                        [phone] 
 
 
   Phillip O'Quigley 
 
   Anne Flynn 
 
   Davy (Joint Bookrunner, Nominated Adviser 
 
   and Euronext Growth Advisor) 
[phone] 
 
   John Frain 
 
   Ronan Veale 
 
   Barry Murphy 
 
   RBC (Joint Bookrunner)                                                                                                 [phone] 
 
 
   Matthew Coakes 
 
   Martin Copeland 
 
   Duncan Smith 
 
   Jack Wood 
 
   Cenkos (Joint Bookrunner)                                                                                          [phone] 
 
 
   Joe Nally 
 
   Neil McDonald 
 
   Derrick Lee 
 
   About Falcon Oil & Gas Ltd 
 
   Falcon is an international oil and gas company engaged in the 
exploration and development of unconventional oil and gas assets, with 
the current portfolio focused in Australia, South Africa and Hungary. 
Falcon is incorporated in British Columbia, Canada and headquartered in 
Dublin, Ireland with a technical team based in Budapest, Hungary. 
 
   Falcon is listed on AIM, Euronext Growth and the TSX Venture Exchange. 
 
   Neither TSX Venture Exchange nor its Regulation Services Provider (as 
that term is defined in the policies of the TSX Venture Exchange) 
accepts responsibility for the adequacy or accuracy of this release. 
 
   IMPORTANT INFORMATION 
 
   Davy, who is authorised and regulated in Ireland by the CBI, is acting 
as the Company's nominated adviser (pursuant to the AIM Rules for 
Nominated Advisers), Euronext Growth adviser (pursuant to the Euronext 
Growth Rules) and joint bookrunner to the Company. Davy is acting 
exclusively to the Company in connection with the Placing and no other 
person in connection with the Placing. Davy will not regard any other 
person as its customer or be responsible to any other person for 
providing the protections afforded to customers of Davy nor for 
providing advice in relation to the transactions and arrangements 
detailed in this Announcement for which the Company and the Directors 
are solely responsible. Davy has not authorised the contents of, or any 
part of, this Announcement and, without limiting the statutory rights of 
any recipient of this Announcement, no liability whatsoever is accepted 
by Davy for the accuracy of any information or opinions contained in 
this Announcement or for omissions of any material information for which 
it is not responsible. The responsibilities of Davy as  the Company's 
(i) nominated adviser solely for the purposes of the AIM Rules for 
Nominated Advisers; and (ii) Euronext Growth adviser solely for the 
purpose of the Rules for Euronext Growth Advisers, are owed solely to 
the London Stock Exchange and Euronext Dublin respectively and are not 
owed to the Company or any Director or to any other person in respect of 
his decision to acquire Common Shares, or otherwise invest, in the 
Company in reliance on any parts of this Announcement. 
 
   Cenkos, who is authorised and regulated in the United Kingdom by the FCA, 
is acting as Joint Bookrunner to the Company. Cenkos is acting 
exclusively for the Company in connection with the Placing and no other 
person in connection with the Placing. Cenkos will not regard any other 
person as its customer or be responsible to any other person for 
providing the protections afforded to customers of Cenkos nor for 
providing advice in relation to the transactions and arrangements 
detailed in this Announcement for which the Company and the Directors 
are solely responsible. Cenkos has not authorised the contents of, or 
any part of, this Announcement and, without limiting the statutory 
rights of any person to whom this Announcement is issued, no liability 
whatsoever is accepted by Cenkos for the accuracy of any information or 
opinions contained in this Announcement or for the omission of any 
material information for which it is not responsible. 
 
   RBC, who is authorised by the Prudential Regulation Authority ("PRA") 
and regulated in the United Kingdom by the FCA and the PRA, is acting as 
Joint Bookrunner to the Company. RBC is acting exclusively for the 
Company in connection with the Placing and no other person in connection 
with the Placing. RBC will not regard any other person as its customer 
or be responsible to any other person for providing the protections 
afforded to customers of RBC nor for providing advice in relation to the 
transactions and arrangements detailed in this Announcement for which 
the Company and the Directors are solely responsible. RBC has not 
authorised the contents of, or any part of, this Announcement and, 
without limiting the statutory rights of any person to whom this 
Announcement is issued, no liability whatsoever is accepted by RBC for 
the accuracy of any information or opinions contained in this 
Announcement or for the omission of any material information for which 
it is not responsible. 
 
   This Announcement has been issued by, and is the sole responsibility of, 
the Company. No representation or warranty, express or implied, is or 
will be made as to, or in relation to, and no responsibility or 
liability is or will be accepted by any Joint Bookrunner or by any of 
their respective affiliates, agents, directors, officers or employees as 
to or in relation to, the accuracy or completeness of this Announcement 
or any other written or oral information made available to, or publicly 
available to, any interested party or its advisers, and any liability 
therefore is expressly disclaimed. 
 
   The distribution of the Announcement and the offering of the Placing 
Shares in certain jurisdictions may be restricted or prohibited by law 
or regulation. Persons distributing the Announcement must satisfy 
themselves that it is lawful to do so. Any failure to comply with these 
restrictions may constitute a violation of the securities laws of any 
such jurisdiction. No action has been taken by the Company or any of the 
Joint Bookrunners or any of their respective affiliates, agents, 

directors, officers or employees that would permit an offering of the 
Placing Shares or possession or distribution of the Announcement or any 
other offering or publicity material relating to such Placing Shares in 
any jurisdiction where action for that purpose is required. Persons into 
whose possession the Announcement comes are required by the Company and 
the Joint Bookrunners to inform themselves about, and to observe, such 
restrictions. 
 
   Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, 
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing MiFID II; and (c) local 
implementing measures (together, the "MiFID II Product Governance 
Requirements"), and disclaiming all and any liability, whether arising 
in tort, contract or otherwise, which any "manufacturer" (for the 
purposes of the MiFID II Product Governance Requirements) may otherwise 
have with respect thereto, the Placing Shares have been subject to a 
product approval process, which has determined that such securities are: 
(i) compatible with an end target market of retail investors and 
investors who meet the criteria of professional clients and eligible 
counterparties, each as defined in MiFID II; and (ii) eligible for 
distribution through all distribution channels as are permitted by MiFID 
II (the "Target Market Assessment"). Notwithstanding the Target Market 
Assessment, Placees should note that: the price of the Placing Shares 
may decline and investors could lose all or part of their investment; 
the Placing Shares offer no guaranteed income and no capital protection; 
and an investment in the Placing Shares is compatible only with 
investors who do not need a guaranteed income or capital protection, who 
(either alone or in conjunction with an appropriate financial or other 
adviser) are capable of evaluating the merits and risks of such an 
investment and who have sufficient resources to be able to bear any 
losses that may result therefrom. The Target Market Assessment is 
without prejudice to the requirements of any contractual, legal or 
regulatory selling restrictions in relation to the Placing Shares. 
Furthermore, it is noted that, notwithstanding the Target Market 
Assessment, the Joint Bookrunners will only procure investors who meet 
the criteria of professional clients and eligible counterparties. 
 
   For the avoidance of doubt, the Target Market Assessment does not 
constitute: (a) an assessment of suitability or appropriateness for the 
purposes of MiFID II; or (b) a recommendation to any investor or group 
of investors to invest in, or purchase, or take any other action 
whatsoever with respect to the Placing Shares. 
 
   Each distributor is responsible for undertaking its own Target Market 
Assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
   The Announcement contains (or may contain) certain forward-looking 
statements that are subject to risks and uncertainties. Forward looking 
statements include statements relating to the following: (i) future 
capital expenditures, expenses, revenues, earnings, synergies, economic 
performance, indebtedness, financial condition, dividend policy, losses 
and future prospects; and (ii) business and management strategies and 
the expansion and growth of the Company's operations. These statements, 
which sometimes use words such as "anticipate", "believe", "intend", 
"estimate", "expect", "will", "may", "should", "plan", "target", "aim" 
and words of similar meaning or similar expressions or negatives 
therefor, reflect the Directors' beliefs and expectations and involve a 
number of risks, uncertainties and assumptions that could cause actual 
results and performance to differ materially from any expected future 
results or performance expressed or implied by any such forward-looking 
statement.  Many of these risks and uncertainties relate to factors that 
are beyond the Company's ability to control or estimate precisely, such 
as (i) price fluctuations in crude oil and natural gas; (ii) currency 
fluctuations; (iii) drilling and production results; (iv) reserves 
estimates; (v) loss of market share and industry competition; (vi) 
environmental and physical risks; (vii) risks associated with the 
identification of suitable potential acquisition properties and targets, 
and successful negotiation and completion of such transactions; (viii) 
legislative, fiscal and regulatory developments including regulatory 
measures addressing climate change; (ix) economic and financial market 
conditions in various countries and regions; (x) political risks, 
including the risks of renegotiation of the terms of contracts with 
governmental entities, delays or advancements in the approval of 
projects and delays in the reimbursement of shared costs; (xi) drilling 
wells is speculative, often involving significant costs that may be more 
than estimated and may not result in discoveries and (xii) changes in 
trading conditions.  The Company cannot give any assurance that such 
forward-looking statements will prove to have been correct.  Statements 
contained in the Announcement regarding past trends or activities should 
not be taken as a representation that such trends or activities will 
continue in the future. The information contained in the Announcement is 
subject to change without notice and, except as required by applicable 
law, neither the Joint Bookrunners nor the Company assumes any 
responsibility or obligation to update publicly or review any of the 
forward-looking statements contained herein whether as a result of new 
information, future events or otherwise. You should not place undue 
reliance on forward-looking statements, which speak only as of the date 
of the Announcement. Nothing contained herein shall be deemed to be a 
forecast, projection or estimate of the future financial performance of 
the Company or any other person following the implementation of the 
Placing or otherwise. 
 
   The price of Common Shares and the income from them may go down as well 
as up and investors may not get back the full amount invested on 
disposal of the Common Shares. Past performance is no guide to future 
performance and persons who require advice should consult an independent 
financial adviser. 
 
   This Announcement is not for release, publication or distribution, in 
whole or in part, directly or indirectly, in or into the United States, 
Australia, Japan or the Republic of South Africa or any jurisdiction 
into which the publication or distribution would be unlawful. Overseas 
Shareholders and any person (including, without limitation, nominees and 
trustees), who have a contractual or other legal obligation to forward 
this document to a jurisdiction outside the United Kingdom should seek 
appropriate advice before taking any action. 
 
   This Announcement is for information purposes only and does not 
constitute, or form part of, a prospectus relating to the Company nor 
does it constitute or form part of any invitation or an offer to any 
person, or any public offer, to issue, sell, subscribe for, purchase or 
otherwise acquire shares or the solicitation of an offer to acquire, 
purchase or subscribe for any securities in the United States, Australia, 
Canada, the Republic of South Africa or Japan or any jurisdiction in 
which such offer or solicitation would be unlawful or require 
preparation of any prospectus or other offer documentation or would be 
unlawful prior to registration, exemption from registration or 
qualification under the securities laws of any such jurisdiction. No 
public offering of the Placing Shares is being made in any such 
jurisdiction. 
 
   The securities referred to in this Announcement have not been nor will 
be registered under the Securities Act, and may not be offered, sold or 
transferred, directly or indirectly, within the United States except 
pursuant to an exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act and the securities laws 
of any state or other jurisdiction of the United States. No public 
offering of the securities referred to in this Announcement is being 
made in the United States, United Kingdom or elsewhere. 
 
   Neither the content of the Company's website (or any other website) nor 
the content of any website accessible from hyperlinks on the Company's 
website (or any other website) is incorporated into, or forms part of, 
this Announcement. 
 
   EXCHANGE RATES 
 
   Conversions from GBP to US$ in this announcement have been conducted at 
an exchange rate of 1.2742 being the relevant exchange rate on 17 May 
2019. 
 
 
 
 
 
 

(END) Dow Jones Newswires

May 17, 2019 12:41 ET (16:41 GMT)

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