Sefton Resources Inc Update on Proposed Board Changes (4602C)

TIDMSER

RNS Number : 4602C

Sefton Resources Inc

16 October 2015

16 October 2015

Sefton Resources, Inc.

("Sefton" or the "Company")

Update on the Proposed Board Changes, Position of Nominated Adviser and Annual General Meeting

Further to the announcement of 14 October 2015, and following the meeting held on 14 October 2015 between Jossy Rachmantio, the Executive Chairman of the Company, and Clement Chambers, the proposed Interim CEO, the Board of Directors of Sefton (the "Board") is today updating shareholders on a number of matters.

Proposed Board Changes

It has been agreed by the Board that Mr Clement Chambers and Mr Michael Hodges (the "Proposed Directors") will be appointed as directors of the Company with effect from 7.30am on Friday, 23 October 2015. Mr Chambers will become Interim Chief Executive Officer and Mr Hodges a Non-Executive Director. Mr Keith Morris will stand down as a director of the Company with effect from 7.00am on Friday, 23 October 2015. Ms Raylene Whitford, the Company's CFO (non-Board) and Company Secretary, will cease her roles and leave the employment of the Company with effect from 7.30am on Friday, 23 October 2015. Mr Rachmantio will remain in his role during a handover period and has indicated his intention to stand down at or before the Annual General Meeting (see below).

Position of Nominated Adviser

Allenby Capital Limited, the Company's existing Nominated Adviser, has confirmed to the Board that it will cease to act as the Company's Nominated Adviser with effect from 7.00am on Friday, 23 October 2015 should the Proposed Directors be appointed with effect from 7.30am on Friday, 23 October 2015. A replacement Nominated Adviser has not yet been identified, and if such a replacement is not appointed prior to Allenby Capital Limited ceasing to act, then the common shares of no par value ("Common Shares") will be suspended from trading on AIM at 7.30am on Friday, 23 October 2015. Under the AIM Rules for Companies, any company that does not have a Nominated Adviser has its admission to trading on AIM immediately suspended, and if a new Nominated Adviser is not appointed within one month of the previous Nominated Adviser ceasing to act, then the admission to trading on AIM of its shares will be cancelled.

Blythweigh, the Company's financial public relations adviser, has also confirmed it will cease to act for the Company with effect from 7.00am on Friday, 23 October 2015.

The Company will be responsible for its continuing announcement obligations under the AIM Rules for Companies if its Common Shares are suspended from trading on AIM, including publishing details on the board appointments in accordance with Schedule 2(g) of the AIM Rules for Companies.

Alternative Trading Facility

The Board has investigated the option of making an application for the Common Shares to be admitted to trading on the ISDX Growth Market. Having discussed this option with two ISDX Corporate Advisers (neither being Allenby Capital Limited), it appears unlikely that this is a viable option. In the event that a replacement Nominated Adviser cannot be identified, then the Board is investigating the option of adding the Common Shares to the BritDAQ community platform for companies and investors (www.britdaq.com).

Annual General Meeting & Board Change

The Board intends to call the Annual General Meeting of the Company ("AGM") for Friday, 13 November 2015 at a location to be confirmed. A notice of AGM will be announced and sent to holders of Common Shares ("Shareholders") on 23 October 2015. Mr Chambers and Mr Hodges will stand for election at the AGM in accordance with the Company's articles of association. If Mr Chambers and Mr Hodges are not elected at the AGM, then a resolution to wind up the Company will be put to Shareholders.

Mr Tom Milne will not stand for election at the AGM and will leave the Board on the conclusion of the AGM. Mr Milne will remain as a director of the Company until the AGM so that he can remain engaged with the Company's efforts in relation to the bankruptcy court proceedings in Denver, Colorado USA, due to be heard on 11/12 November 2015 (as announced on 24 September 2015).

Development Agreement

The Development Agreement (as announced and defined on 25 June 2015) with UTAS Petroleum Services Limited ("UTAS") has been terminated with effect from 15 October 2015. UTAS will return all unspent funds to the Company within the next week. If UTAS is able to complete the Potential Transaction (as defined in the announcement of 25 June 2015) with a third party, then the balance of the funds provided by Sefton and expended on due diligence of the assets will be refunded to Sefton. Details of these amounts will be announced next week.

Strategy Moving Forward

Mr Chambers has indicated to Mr Rachmantio that the Proposed Directors have a number of oil and gas projects that they intend to pursue, whether or not the Company's Common Shares remain admitted to trading on AIM.

Visit www.seftonresources.com or contact:

 
 Jossy Rachmantio, Executive Chairman        Tel: [phone] 
                                              5570 
------------------------------------------  -------------- 
 Nick Harriss, Nick Athanas, Allenby         Tel: [phone] 
  Capital (Nomad)                             5656 
------------------------------------------  -------------- 
 Nick Bealer, Cornhill Capital (Broker)      Tel: [phone] 
                                              9612 
------------------------------------------  -------------- 
 Tim Blythe, Camilla Horsfall, Blytheweigh   Tel: [phone] 
  (PR)                                        3224 
------------------------------------------  -------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 16, 2015 02:00 ET (06:00 GMT)