Zephyr Energy PLC Warrants exercise & Director/PDMR/PCA holdings (2399L)

TIDMZPHR

RNS Number : 2399L

Zephyr Energy PLC

29 December 2022

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

29 December 2022

Zephyr Energy plc

("Zephyr" or the "Company")

Exercise of warrants, change to total voting rights and Director/PDMR/PCA shareholdings

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF), the Rocky Mountain oil and gas company focused on responsible resource development from carbon-neutral operations, announces that further to the Company's announcement on 20 December 2022, it has today received notification for the exercise of warrants to subscribe for 22,272,727 new ordinary shares of 0.1 pence each ("Ordinary Shares") in the Company at a price of 2 pence per new Ordinary Share (the "Warrants") .

In November 2019, Origin Creek Energy LLC ("OCE") (a Company in which Colin Harrington, CEO of Zephyr, and Rick Grant, Zephyr's Chairman, are both shareholders and directors, and Colin Harrington is indirectly the controlling shareholder of OCE) and Chris Eadie, CFO of Zephyr, were issued Warrants as part of their participation in a placing undertaken at that time. OCE and Chris Eadie have now served notice to exercise the Warrants over 21,818,182 new Ordinary Shares and 454,545 new Ordinary Shares respectively, for a total consideration of GBP445,454. Given the rapid development and multiple operational milestones and acquisitions completed by the Company, OCE and Mr Eadie have been unable to exercise the Warrants until now. Funds received by the Company will be put towards general working capital and CAPEX requirements of the Company.

Application will be made to the London Stock Exchange for the 22,272,727 new Ordinary Shares resulting from the exercise of the Warrants to be admitted to trading on AIM and it is expected that admission will occur on or around 5 January 2023 ("Admission").

Following Admission, OCE and Chris Eadie's respective beneficial interest in the Company will be as follows:

 
 Shareholder             Shareholding   No. of Warrants       New total       Percentage 
                      before Warrants         exercised    shareholding        of issued 
                            exercised                                      share capital 
                                                                                    held 
 OCE                      137,136,364        21,818,182     158,954,546           10.04% 
                    -----------------  ----------------  --------------  --------------- 
 Colin Harrington 
  (total interest 
  including 
  OCE)                    138,590,300       21,818,182*     160,408,482           10.13% 
                    -----------------  ----------------  --------------  --------------- 
 Chris Eadie                6,775,095           454,545       7,229,640            0.46% 
                    -----------------  ----------------  --------------  --------------- 
 

*Comprising of OCE's Warrants only.

Total voting rights

The issued share capital of the Company on Admission will be 1,583,018,728 ordinary shares of 0.1 pence each with one voting right per share. The Company does not hold any shares in treasury. The total number of ordinary shares and voting rights in the Company is therefore 1,583,018,728. With effect from Admission, 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 
 1.    Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name                              Chris Eadie 
      --------------------------------  ---------------------------------- 
 2.    Reason for the Notification 
      -------------------------------------------------------------------- 
 a)    Position/status                   CFO 
      --------------------------------  ---------------------------------- 
 b)    Initial notification/Amendment    Initial notification 
      --------------------------------  ---------------------------------- 
 3.    Details of the issuer, emission allowance market 
        participant, auction platform, auctioneer or auction 
        monitor 
      -------------------------------------------------------------------- 
 a)    Name                              Zephyr Energy plc 
      --------------------------------  ---------------------------------- 
 b)    LEI                               254900TAVH3MBZ1EMC29 
      --------------------------------  ---------------------------------- 
 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 0.1p each in 
        type of instrument                 Zephyr Energy plc 
       Identification code               GB00BF44KY60 
      --------------------------------  ---------------------------------- 
 b)    Nature of the transaction         Exercise of Warrants to acquire 
                                          Ordinary Shares in Zephyr Energy 
                                          plc 
      --------------------------------  ---------------------------------- 
 c)    Price(s) and volume(s)             Price(s)   Volume(s) 
 
 
                                           2.00p      454,545 
                                                     ---------- 
      --------------------------------  ---------------------------------- 
 d)    Aggregated information: 
   -- Aggregated volume                   454,545 
   -- Price                                2.00p 
 -------------------------------------  ---------------------------------- 
 e)    Date of the transaction           29 December 2022 
      --------------------------------  ---------------------------------- 
 f)    Place of the transaction          London Stock Exchange, AIM (XLON) 
      --------------------------------  ---------------------------------- 
 
 
 1.    Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name                              Origin Creek Energy LLC (indirectly 
                                          controlled by Colin Harrington) 
      --------------------------------  ----------------------------------------- 
 2.    Reason for the Notification 
      --------------------------------------------------------------------------- 
 a)    Position/status                   Colin Harrington is the CEO of Zephyr 
                                          Energy plc 
      --------------------------------  ----------------------------------------- 
 b)    Initial notification/Amendment    Initial notification 
      --------------------------------  ----------------------------------------- 
 3.    Details of the issuer, emission allowance market 
        participant, auction platform, auctioneer or auction 
        monitor 
      --------------------------------------------------------------------------- 
 a)    Name                              Zephyr Energy plc 
      --------------------------------  ----------------------------------------- 
 b)    LEI                               254900TAVH3MBZ1EMC29 
      --------------------------------  ----------------------------------------- 
 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 0.1p each in Zephyr 
        type of instrument                 Energy plc 
       Identification code               GB00BF44KY60 
      --------------------------------  ----------------------------------------- 
 b)    Nature of the transaction         Exercise of Warrants to acquire Ordinary 
                                          Shares in Zephyr Energy plc 
      --------------------------------  ----------------------------------------- 
 c)    Price(s) and volume(s)             Price(s)   Volume(s) 
 
 
                                           2.00p      21,818,182 
                                                     ----------- 
      --------------------------------  ----------------------------------------- 
 d)    Aggregated information: 
   -- Aggregated volume                   21,818,182 
   -- Price                                2.00p 
 -------------------------------------  ----------------------------------------- 
 e)    Date of the transaction           29 December 2022 
      --------------------------------  ----------------------------------------- 
 f)    Place of the transaction          London Stock Exchange, AIM (XLON) 
      --------------------------------  ----------------------------------------- 
 

Contacts:

 
 Zephyr Energy plc                                Tel: [phone] 
  Colin Harrington (CEO)                                         4590 
  Chris Eadie (CFO) 
 Allenby Capital Limited - AIM Nominated          Tel: [phone] 
  Adviser                                                        5656 
  Jeremy Porter / Vivek Bhardwaj 
 Turner Pope Investments - Joint-Broker           Tel: [phone] 
  James Pope / Andy Thacker                                      0050 
 Panmure Gordon (UK) Limited - Joint-Broker      Tel: [phone] 
  John Prior / Hugh Rich / James Sinclair-Ford                   2500 
  / Freddie Twist 
 Celicourt Communications - PR                   Tel: [phone] 
  Mark Antelme / Felicity Winkles                                2643 
 

Notes to Editors

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) is a technology-led oil and gas company focused on responsible resource development from carbon-neutral operations in the Rocky Mountain region of the United States. The Company's mission is rooted in two core values: to be responsible stewards of its investors' capital, and to be responsible stewards of the environment in which it works.

Zephyr's flagship asset is an operated 45,000-acre leaseholding located in the Paradox Basin, Utah, 25,000 acres of which has been assessed by third party consultants Sproule International to hold, net to Zephyr, 2P reserves of 2.1 million barrels of oil equivalent ("mmboe"), 2C resources of 27 mmboe and 2U resources 203 mmboe. Following the successful initial production testing of the recently drilled and completed State 16-2 LN-CC well, Zephyr has planned a three well drilling program - commencing in 2022 with the State 36-2 LNW-CC well - to further delineate the scale and value of the project.

In addition to its operated assets, the Company owns working interests in a broad portfolio of non-operated producing wells across the Williston Basin in North Dakota and Montana.

The Williston portfolio currently consists of working-interests in over 200 modern horizontal wells which are expected to provide US$40-45 million of revenue, net to Zephyr, in 2022. Cash flow from the Williston production will be used to fund the planned Paradox Basin development. In addition, the Board will consider further opportunistic value-accretive acquisitions.

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