Upland Resources Limited Convertible Loan Notes Facility (0512H)

TIDMUPL

RNS Number : 0512H

Upland Resources Limited

08 March 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

8(th) March 2018

UPLAND RESOURCES LIMITED

("Upland" or the "Company")

CONVERTIBLE LOAN NOTES FACILITY

Upland Resources Limited (LSE: UPL), the oil and gas company actively building a portfolio of attractive upstream assets, is pleased to announce that it has received (and accepted) commitments, directly and without an intermediary, from private and institutional investors (the "Facility Providers") to subscribe for GBP3.5 million principal of unsecured, interest-free convertible loan notes (the "Loan Notes").

The Loan Notes provide Upland with the ability to draw down appropriate sums at short notice, at times of the Company's choosing and with a near-zero execution cost, hence reducing dilution for existing shareholders. This will be a useful facility over the coming weeks and months as the Company expects to become increasingly active, principally through its participation in the drilling of the Wick well in Q3 this year; which although fully funded from existing cash resources allows flexibility towards over runs.

Terms of the Convertible Loan Notes Facility

 
 --   The Facility Providers comprise Tune Assets 
       Limited, Norza Zakaria (Chairman of the Company) 
       and clients of Optiva Securities (corporate 
       brokers to Upland). 
 --   The GBP3.5 million principal of Loan Notes 
       have been constituted and created pursuant 
       to a loan note instrument dated 7 March 2018 
       executed by the Company. 
 --   The commitments by the Facility Providers 
       to subscribe for the Loan Notes (the "Convertible 
       Loan Notes Facility") may be called upon by 
       Upland at time(s) and amounts of its choosing, 
       within the size and timeframe of the Convertible 
       Loan Notes Facility. 
 --   Upland may also terminate any commitments 
       under the Convertible Loan Notes Facility 
       and make repayments of any amounts drawn down 
       by the Company by way of subscription for 
       Loan Notes, at any time(s) of its choosing, 
       without penalty. 
 --   No fees are payable to any agents or third 
       parties in relation to the Convertible Loan 
       Notes Facility - and no interest is payable 
       by the Company on any of the Loan Notes on 
       draw down of funds by the Company from the 
       Facility Providers. Instead, a 3% commitment 
       fee is to be paid by Upland to the Facility 
       Providers as a result of acceptance by the 
       Company of the committed funds and will be 
       payable again on each anniversary of that 
       acceptance date (to the extent that the commitments 
       or, following draw down, the Loan Notes remain 
       outstanding at such anniversary date). 
 --   The initial commitment fee, any commitment 
       fee payable on an anniversary and any of the 
       Loan Notes (issued following any draw down 
       by the Company of the Facility Providers' 
       commitments) may - at the Company's sole option 
       - be satisfied by the issue of new shares 
       of no par value in Upland ("Upland shares"), 
       cash or any combination of the two. For this 
       purpose, Upland shares will be valued at a 
       10% discount to the volume weighted average 
       price of the shares over the five days' trading 
       immediately prior to the relevant date. The 
       Company has elected to satisfy the aggregate 
       initial commitment fee of GBP105,000 as to 
       GBP40,000 in Upland shares and as to GBP65,000 
       in cash. 
 --   Upland shares issued in repayment of the Loan 
       Notes are subject to a six-month lock in period, 
       during which time they may not be sold or 
       traded. 
 --   The final repayment date for any Loan Notes 
       issued to the Facility Providers (following 
       any draw down by the Company of their commitments) 
       is 30(th) June 2020. 
 

Steve Staley, Upland Resources Limited CEO, said:

"The Convertible Loan Notes Facility provides Upland with added funding flexibility at low cost and minimal dilution to existing shareholders. This flexibility allows Upland to pick the right time to draw funds and in amounts that can be matched to needs. The Board believes that this Facility compares very favourably with other arrangements currently available in the market that seek to provide the same flexibility. It also serves to underline the commitment of our cornerstone shareholders to the Company."

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

Contact details:

 
 Upland Resources                            www.uplandres.com 
  Limited 
 Steve Staley, CEO                      [e-mail] 
 Optiva Securities                    www.optivasecurities.com 
  Limited 
 Jeremy King                                Tel: [phone] 
  (Corporate Finance)         [e-mail] 
 Christian Dennis                           Tel: [phone] 
  (Corporate Broker)     [e-mail] 
 FTI Consulting 
 Edward Westropp                      Tel: [phone] 
                             [e-mail] 
 Molly Stewart                        Tel: [phone] 
                               [e-mail] 
 Flowcomms Ltd 
 Sasha Sethi                                 Tel: [phone] 
                                           [e-mail] 
 

Notes

Upland Resources Limited is an upstream oil & gas company whose highly experienced management team has a track record of creating major value for shareholders in junior oil & gas companies, including Cove Energy plc. The Company has extensive technical and commercial skills and contacts, management having held senior roles in Petronas, Conoco, Shell etc.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 08, 2018 02:00 ET (07:00 GMT)