TIDMFRI
RNS Number : 1415O
Frontier Resources International
04 February 2016
For immediate release
4 February 2016
Frontier Resources International Plc
("Frontier" or the "Company")
Corporate update
Proposed funding
The Board of Frontier (AIM Ticker: FRI) announces that the
Company is at an advanced stage of preparations on a proposed issue
of new ordinary shares with existing and new investors at an issue
price of 0.03p per new ordinary share (the "Subscription Price") to
raise approximately GBP1.4 million before expenses (the "Proposed
Subscription"). As previously announced, the Company has an urgent
need to arrange additional funding for its immediate working
capital requirements over and above the potential commitments in
respect of its oil exploration projects.
The proceeds of the Proposed Subscription, should it proceed,
would be used to provide working capital for the Company and to
support the investment in new projects. The Board does not
currently intend to provide any further capital to the Company's
existing oil exploration projects, the future of which the Board
would consider following completion of the Proposed
Subscription.
The Board is acutely aware of the impact of dilution of the
Proposed Subscription on existing shareholders but believes that
the costs and requirements of an open offer or rights issue are
such that it will not be practicable or cost effective to implement
and could not be achieved in the timeframe required. In order to
reduce the impact of dilution and provide existing shareholders
with some ability to participate, should they so choose, on similar
terms to the Proposed Subscription, the Board intends that, subject
to certain regulatory considerations relating to marketing
securities in certain jurisdictions, to issue new warrants to
existing shareholders on a pro rata basis of one warrant for every
one ordinary share held in the Company exercisable at the
Subscription Price. Further terms of the warrants will be set out
in the announcement of the Proposed Subscription should it
proceed.
Oman update and AIM status
As announced on 16 December 2015, Frontier's request to extend
the initial term of the Group's 100%-owned Block 38 located in the
Rub Al Khali Basin in the southwest of the Sultanate of Oman
("Block 38 EPSA") for 24 months (until 25 November 2017) was
granted, subject to Frontier providing a bank guarantee for the
amount required to conduct the amended work programme, which it
must do by no later than 4 February 2016 ("Funding Deadline").
While the potential farm-out process in respect of Block 38 EPSA
has been ongoing for some time, and the Company retained the
services of a Dallas-based adviser to assist and provide general
transaction advice on this process, the Board has been unable to
secure any farm-out partner on credible terms. Furthermore, there
has been no investor support for an equity issue to provide further
funding for the Company's interest in Block 38 EPSA.
Accordingly, the Company has been unable to raise sufficient
funding and/or provide a bank guarantee for Block 38 EPSA before
the Funding Deadline. The Company is seeking clarification from the
relevant Oman authorities as to whether any extension of the
Funding Deadline can be granted or whether the Block 38 EPSA will
terminate.
Should the Block 38 EPSA terminate, then in accordance with AIM
Rule 15, the effect would be that the Company will cease to own,
control or conduct all, or substantially all, of its existing
trading business, activities or assets and would therefore become
an AIM Rule 15 cash shell, pursuant to which it must make an
acquisition or acquisitions (or become an investing company
pursuant to AIM Rule 8) which constitutes a reverse takeover under
AIM Rule 14 within six months, failing which the Exchange will
suspend trading in the Company's shares pursuant to AIM Rule
40.
Board
To support a new strategic direction for the Company, should the
Proposed Subscription proceed, the Board also intends to appoint
Adam Reynolds to the Board as Chairman of the Company. Mr Reynolds
has a track record of implementing change strategies for companies
and the Board believe that his appointment will enable the Company
to develop in a new strategic direction to re-build shareholder
value.
Mr Reynolds is currently a director of several AIM-traded
companies: He is a non-executive director of EKF Diagnostics
Holdings plc (a point-of-care, central laboratory, and molecular
diagnostics company), Premaitha Health Plc (a company involved in
the development of prenatal screening devices) and Optibiotix
Health Plc (a life sciences business developing compounds to tackle
obesity, high cholesterol and diabetes). Mr Reynolds is also
non-executive Chairman of New World Oil & Gas Plc and a
non-executive director of Orogen Gold Plc. He is Chairman of
Autoclenz Group Limited and Reyco Limited. Further information on
Mr Reynolds as required by the AIM Rules will be set out in a
further announcement prior to his formal appointment.
A further announcement will be made in due course.
Enquiries:
Frontier Resources
International Plc Tel: +44 (0) 020
Neil Herbert, Chairman 3475 8108
Beaumont Cornish (Nomad) Tel: +44 (0)20 7628
Michael Cornish 3396
Roland Cornish
Emily Staples
Beaufort Securities Tel: +44 (0)20 7382
Limited (Broker) 8300
John Belliss
A copy of this announcement is available from the Company's
website www.friplc.com
APPENDIX I
The following information is disclosed pursuant to paragraph (g)
of Schedule Two of the AIM Rules for Companies:
As at the date of this announcement, Adam Reynolds does not hold
any Ordinary Shares.
Adam Reynolds, aged 53, has held the following directorships and
/ or partnerships in the past 5 years:
Current: Past:
------------------------- -------------------------------
Ocutec Eyecare Limited Bcomp 415 Limited
Premaitha Health plc Biolustre UK Ltd
Optibiotix Health plc Wallgate Group plc
Autoclenz Group Limited Wilton International Marketing
Limited
Hubco Investments plc Alan Bailey (Studios) Limited
Reyco Limited Hansard Corporate Limited
Medavinci Gold Limited Chalton Consulting Limited
Emotion Fitness Limited React Group plc
Orogen Gold plc Hub Capital Partners Limited
Boldwood Limited Velvet Consultancy Ltd
EKF Diagnostics Holdings Porta Communications Plc
plc
Autoclenz Holdings Diablo Consulting Limited
Limited
New world Oil & Gas Bcomp 429 Limited
Limited
RNR Holdings Limited Venn Life Sciences Holdings
plc
Bcomp 416 Limited
Autoclenz Group Limited
------------------------- -------------------------------
Wallgate Group plc
Mr Reynolds was appointed as a director of Wallgate Group plc on
3 July 2008 and resigned on 28 November 2008. Wallgate Group plc
was put into administration on 12 December 2008 and became subject
to creditors' voluntary liquidation on 15 December 2009. The
liquidator's statement of receipts of payments to 25 February 2011
showed a creditor shortfall of GBP419,782.12. Wallgate Group plc
was subsequently dissolved on 1 June 2011.
Greenhills plc
Mr Reynolds was appointed as a director of Greenhills plc on 22
December 1994. He resigned on 24 January 1996. Greenhills plc was
put into receivership on 8 August 1996, and an order to wind the
company up was made on 19 February 1997. The receiver's abstract of
receipts and payments to 6 July 1998 showed a creditor shortfall of
GBP216,877.32. Greenhills plc was subsequently dissolved on 2
January 2001.
Wilton International Marketing Limited
Mr Reynolds was appointed as a director of Wilton International
Marketing Limited on 10 June 2005. Wilton International Marketing
Limited was put into voluntary liquidation on 14 October 2013 and
was subsequently dissolved on 1 August 2014 with no shortfall to
creditors.
There is no further information to be disclosed in relation to
Mr Reynolds pursuant to paragraph (g) of Schedule Two of the AIM
Rules for Companies.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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