Predator Oil & Gas Holdings PLC Placing to raise GBP2 Million (2907T)

TIDMPRD

RNS Number : 2907T

Predator Oil & Gas Holdings PLC

17 March 2023

FOR IMMEDIATE RELEASE

17 March 2023

Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD / Sector: Oil & Gas

LEI 213800L7QXFURBFLDS54

Predator Oil & Gas Holdings Plc

("Predator" or the "Company" and together with its subsidiaries the "Group")

Placing to raise GBP2 million

Highlights

   --    To fully fund the MOU-3 well 
   --    Targeting Contingent and additional Prospective Resources in a single well 
   --    Accelerating the potential for monetisation through a sales process in 2023 

Predator Oil & Gas Holdings Plc (LSE: PRD), the Jersey based Oil and Gas Company with near-term gas operations focussed on Morocco is pleased to announce that it has conditionally placed 15,500,000 new ordinary shares of no par value in the Company and 20,863,636 existing ordinary shares of no par value in the Company transferred by a director of the Company, Paul Griffiths, ( the "Placing Shares") at a placing price of 5.5 pence each (the "Placing Price") to raise GBP2,000,000 (before expenses) (the "Placing").

The Placing utilises the Company's available headroom shares as of 31 March 2023 under the Financial Conduct Authority restrictions for companies on the Official List (standard listing segment) of the London Stock Exchange's main market for listed securities .

Novum Securities Limited ("Novum") are acting as the sole placing agents to the Company.

The Company will not have sufficient headroom to enable issue and admission of all of the 36,363,636 Placing Shares which are required to be issued pursuant to the Placing without producing of an FCA approved prospectus.

The Company is therefore proposing to issue and admit 15,500,000 new ordinary shares (up to its existing headroom limit existing at 31 March 2023) on or around 3 April 2023.

On the same date, it is also intended for a director of the Company, Paul Griffiths, to make up the shortfall by way of a loan of 20,863,636 existing ordinary shares (the "Loan Shares") held by him in order to settle the Placing in a timely manner. For the avoidance of doubt, the transfer of the shares subject to Novum from Paul Griffiths involves no consideration being paid. The transfer of these shares is expected to be made on or around 3 April 2023.

Use of Net Proceeds

 
 WORK PROGRAMME                  COSTS (GBP) 
 MOU-3 civil engineering            130,000 
                               ------------- 
                  site build 
                               ------------- 
 MOU-3 drill to 1,500 metres     1,800,000 
                               ------------- 
 General working capital              70,000 
                               ------------- 
 

The MOU-3 surface location and drilling programme incorporates geological information from the suspended MOU-2 well and allows the Company the first opportunity to penetrate in a single well not only the Moulouya Fan primary target but also the shallower potential gas target included in the first Competent Persons Report produced by SLR Consulting Ireland Ltd. in March 2019.

MOU-3 will therefore target the Prospective and Contingent gas resources shown in the table below.

 
 GAS RESOURCES              Best Estimate   High Estimate   Best         High 
  BCF                                                        Estimate     Estimate 
                            Gross           Net             Gross        Net 
                           --------------  --------------  -----------  ---------- 
 PROSPECTIVE(1) Shallow 
  target                         426              320              879        659 
                           --------------  --------------  -----------  ---------- 
 CONTINGENT(2) Moulouya 
  Fan                            393              295              944        708 
                           --------------  --------------  -----------  ---------- 
                   TOTAL         819              615           1,823      1,367 
                           --------------  --------------  -----------  ---------- 
 
   (1)    SLR Consulting (Ireland) Ltd. March 2019 
   (2)    SLR Consulting (Ireland) Ltd. January 2022 

SLR Consulting (Ireland) Ltd. (2) assigned an Expected Net Present Value of US$1.99 million per BCF with a 25% chance of commerciality for the Contingent Moulouya Fan gas resources.

Stock Lending Agreement

The Loan Shares will be documented in a single stock lending agreement between Paul Griffiths and the Company (the "Stock Lending Agreement").

Under the unsecured Stock Lending Agreement between the Company and Paul Griffiths the return of 20,863,636 shares loaned to the Company (the "Loan") are intended to be issued to Mr Griffiths when the Company has additional headroom and at an appropriate time, subject to the Company's dealing policy. When repayment is due the Company will make the necessary listing and admission hearing applications to have those new ordinary shares admitted to trading.

Interest shall accrue on the Loan at a rate of 4% (four percent) above SONIA of the principal sum lent of GBP1,147,500, being the market value of 20,863,636 shares at the Placing Price. The default rate of interest under the Stock Lending Agreement for any sum which is not repaid when due is 12% per annum.

Related Party Transaction

Paul Griffiths is a director of the Company. The Stock Lending Agreement is therefore considered to be a related party transaction.

Lonny Baumgardner, Alistar Jury and Carl Kindinger, being the independent directors for the purposes of the Related Party Transaction consider that the terms and conditions of the Stock Lending Agreement are fair and reasonable insofar as the shareholders of the Company are concerned.

Completion of the new Placing Shares

Completion of the Placing is conditional on, inter alia:-

15,500,000 ordinary shares of no par value of the total number of 36,363,636 Placing Shares , being admitted to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities ("Admission") on or before 3 April 2023 (or such later date as may be agreed by the Company and Novum).

Admission, Settlement and Dealings in new Placing Shares

An application will be made to the FCA and to the London Stock Exchange Admission in respect of those 15,500,000 new ordinary shares of no par value of out of the total number of Placing Shares proposed to be issued on completion of the Placing. It is expected that Admission will become effective, and that dealings in such shares are expected to commence, at 8.00 a.m. on 3 April 2023.

The rights attaching to the new Placing Shares will be uniform in all respects and all of the new Placing Shares will rank pari passu, and form a single class for all purposes with, the existing issued shares of no par value in the Company.

Total Voting Rights

Following Admission, the Company will have 401,294,903 ordinary shares of no par value in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore increased by 15,500,000 to 401,294,903. This figure of 401,294,903 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.

Paul Griffiths, Executive Chairman of Predator Oil & Gas Holdings Plc commented :

"The additional funding announced today allows us to advance the drilling of MOU-3 to target for the first time all Prospective and Contingent gas resources.

The learning curve has improved substantially following the information gathered from the suspended well MOU-2. As a result we believe that bringing forward the drilling of MOU-3, with a projected start date in the first week of May, is a sensible course of action.

I am delighted to be supporting the Company and its shareholders through a loan of shares to enable MOU-3 to proceed earlier than originally envisaged based on attractive risk versus reward metrics."

For further information visit www.predatoroilandgas.com

Follow the Company on twitter @PredatorOilGas.

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

For more information please visit the Company's website at www.predatoroilandgas.com :

Enquiries:

 
 Predator Oil & Gas Holdings Plc                   Tel: [phone] 
  Paul Griffiths Executive Chairman                 [e-mail] 
  Lonny Baumgardner Managing Director 
 
 Novum Securities Limited                          Tel: [phone] 
  David Coffman / Jon Belliss 
 
  Optiva Securities Limited                         Tel: [phone] 
  Christian Dennis, CEO 
  Ben Maitland, Corporate Finance                   Tel. [phone] 
 
 Flagstaff Strategic and Investor Communications   Tel: [phone] 
  Tim Thompson                                      [e-mail] 
  Mark Edwards 
  Fergus Mellon 
 

Notes to Editors:

Predator is operator of the Guercif Petroleum Agreement onshore Morocco which is prospective for Tertiary gas in prospects less than 10 kilometres from the Maghreb gas pipeline and suitable for the development of Compressed Natural Gas for Morocco's industrial sector. The MOU-1 well has been completed and is subject to a follow-up testing programme. The MOU-2 well is currently suspended pending a potential re-entry.

Predator is seeking to further develop the remaining oil reserves of Trinidad's mature onshore oil fields through the application of CO2 EOR techniques and by sequestrating anthropogenic carbon dioxide in oil reservoirs.

In addition, Predator also owns and operates exploration and appraisal assets in licensing options offshore Ireland, for which successor authorisations have been applied for, adjoining Vermilion's Corrib gas field in the Slyne Basin on the Atlantic Margin and east of the decommissioned Kinsale gas field in the Celtic Sea.

Predator has developed a Floating Storage and Regasification Project ("FSRUP") for the import of LNG and its regassification for Ireland and is also developing gas storage concepts to address security of gas supply and volatility in gas prices during times of peak gas demand.

The Company has a highly experienced management team with a proven track record in operations in the oil and gas industry.

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March 17, 2023 03:00 ET (07:00 GMT)