Zephyr Energy PLC Result of Broker Option (9977Z)

TIDMZPHR

RNS Number : 9977Z

Zephyr Energy PLC

28 January 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.

28 January 2022

Zephyr Energy plc

("Zephyr" or the "Company")

Result of Broker Option

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF), the Rocky Mountain oil and gas company focused on responsible resource development from carbon-neutral operations, is pleased to announce the result of the Broker Option that was announced on 26 January 2022 as part of a fundraising (the "Fundraising").

The Broker Option is a facility to allow the Company's Shareholders to participate in the Fundraising on the same terms to the Placing, and which closed yesterday.

The Company's broker, Turner Pope Investments ("TPI") has informed the Company that it intends to exercise its Broker Option in respect of 16,000,000 new Ordinary Shares (the "Broker Option Shares").

The Broker Option Shares will be issued at the Issue Price (being 5p per share), resulting in gross proceeds of GBP800,000 being raised. This brings the total amount raised in the Fundraising under the Placing and Broker Option to GBP12,800,000 (before expenses).

Similar to the Placing, one warrant to subscribe for a new Ordinary Share at 7.5p per share will be issued for every four Broker Option Shares (totalling 4,000,000 Investor Warrants) and in addition, TPI will be issued with warrants to subscribe for 1,066,666 new Ordinary Shares at 7.5p per share, details of which were announced with the Fundraising.

Admission to AIM

Application will be made for the 16,000,000 Broker Option Shares (as well as the 173,500,000 Second Placing Shares) to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 11 February 2022 ("Second Admission"). Like the Second Placing Shares, the issue of the Broker Option Shares is conditional, inter alia, on the Resolutions being passed at the Company's General Meeting on 10 February 2022, Second Admission occurring and the Placing Agreement becoming unconditional in respect of the Second Placing Shares and not being terminated in accordance with its terms prior to Second Admission.

Rule 17

Pursuant to AIM Rule 17, the Company sets out details of the effect of dilution on the shareholdings of Origin Creek Energy LLC ("OCE") and Colin Harrington, CEO of Zephyr. Rick Grant, the Chairman of Zephyr, and Colin Harrington are both shareholders and directors of OCE, and Colin Harrington is indirectly the controlling shareholder of OCE.

 
                     Ordinary       Percentage      Percentage       Percentage 
                      Shares held    of current      held on First    held on Second 
                                     issued share    Admission        Admission* 
                                     capital 
 OCE                  137,136,364   10.51           10.00            8.79 
 Colin Harrington 
  (total interest 
  including OCE)      138,590,300   10.62           10.11            8.88

* assuming no other shares are issued prior to Second Admission

Total voting rights

Following Second Admission, the Company's issued share capital will consist of 1,560,746,001 ordinary shares, with one voting right per share. The Company does not hold any ordinary shares in Treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 1,560,746,001 from Second Admission. This figure of 1,560,746,001 ordinary shares 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 Guidance and Transparency Rules.

Capitalised terms used in this announcement have the same meaning as in the Fundraising announcement of 26 January 2022, unless otherwise specified.

Contacts:

 
 Zephyr Energy plc                                     Tel: +44 (0)20 7225 
  Colin Harrington (CEO)                                              4590 
  Chris Eadie (CFO) 
 Allenby Capital Limited - AIM Nominated               Tel: +44 (0)20 3328 
  Adviser                                                             5656 
  Jeremy Porter / Liz Kirchner 
 Turner Pope Investments - Broker                      Tel: +44 (0)20 3657 
  James Pope / Andy Thacker                                           0050 
 
  Flagstaff Strategic and Investor Communications 
  Tim Thompson / Mark Edwards / Fergus                Tel: +44 (0) 20 7129 
  Mellon                                                              1474

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