Nostra Terra Oil & Gas Company PLC Director dealing and TVR (5501L)

TIDMNTOG

RNS Number : 5501L

Nostra Terra Oil & Gas Company PLC

19 July 2017

19 July 2017

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

Director dealing and TVR

Nostra Terra (AIM:NTOG) is pleased to announce that it has agreed today to issue 1,462,246 ordinary shares of 0.1 pence ("Ordinary Shares") ("Fee Shares") to its Chairman, Ewen Ainsworth, in lieu of director and consultancy fees for the period from 01 July 2016 to 30 June 2017.

When Ewen Ainsworth joined Nostra Terra as Chairman of the Company on 24 June 2015, he agreed to receive 40 per cent of his annual director's and consultancy fee in share based payments. The issue of 788,533 Fee Shares for the period from 01 October 2016 to 30 June 2017 fulfils this payment obligation.

In addition to this, Mr Ainsworth volunteered to receive all remaining cash payments due to him as part of his contractual consultancy fee for the second half of 2016 in the form of new Ordinary Shares - as such the Company has issued a further 673,713 Fee Shares.

The number of Fee Shares was calculated on the basis of the closing price for each calendar month during the 9-month period to the end of June 2017. This results in a weighted average issue price for the Fee Shares of 1.71 pence per share.

262,857 of the Fee Shares will be issued directly to Mr Ainsworth with the remaining 1,199,389 Fee Shares being issued to Discovery Energy Limited, a company controlled by Mr Ainsworth. Following the issue of the Fee Shares, Mr Ainsworth will have an interest in 2,502,063 Ordinary Shares (729,476 of which are held directly and 1,772,587 by Discovery Energy Limited) equating to 2.05% of the enlarged issued ordinary share capital. In addition, as previously disclosed, Mr Ainsworth is interested in 1,000,000 warrants exercisable at 8.77 pence per share (as adjusted for the 2016 share consolidation). Of these warrants 333,333 are held directly and 666,667 are held by Discovery Energy Limited.

Application will be made to the London Stock Exchange for admission of the 1,462,246 Ordinary Shares to trading on AIM ("Admission") and it is expected that Admission will take place and that trading will commence on AIM on 28 July 2017.

Total Voting Rights

Following Admission, the Company will have 122,029,017 Ordinary Shares in issue with each share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following Admission will therefore be 122,029,017. 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Ewen Ainsworth, Chairman of Nostra Terra, commented:

"It has been just over 2 years since I joined the board of Nostra Terra. In that period we have successfully navigated through the worst market conditions in the oil and gas sector in over 30 years and repositioned the Company to take full advantage of the opportunities the low oil price environment has created.

A core focus of our strategy has been to keep a tight rein over costs, while improving cash flow. This is why I agreed to accept 40% of my remuneration in stock when I first became a director. However, such has been our progress I am more than happy to convert my full remuneration for the second half of 2016 into shares in Nostra Terra.

To shareholders I would like emphasise the importance your board places on aligning its interests with yours. The future for Nostra Terra is exciting and I look forward to sharing the same rewards I believe you will receive."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information, visit www.ntog.co.uk or contact:

 
 Nostra Terra Oil and Gas 
  Company plc 
  Matt Lofgran, CEO                    [phone] 
 Strand Hanson Limited 
  (Nominated Adviser and Joint         [phone] 
  Broker)                                         3494 
 Rory Murphy / Ritchie Balmer 
  / Jack Botros 
 Smaller Company Capital               [phone] 
  Limited (Joint Broker)                          2910 
 Rupert Williams / Jeremy Woodgate 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 19, 2017 11:30 ET (15:30 GMT)