TIDMFRR
RNS Number : 7963A
Frontera Resources Corporation
10 June 2016
Houston, Texas, U.S.A. - 10 June 2016
FRONTERA RESOURCES CORPORATION
("Frontera" or the "Company")
Notice of General Meeting
Frontera Resources Corporation (AIM: FRR), an independent oil
and gas exploration and production company, today announces that it
will hold a general meeting of shareholders ("General Meeting") on
28 June 2016, at 9:00 a.m. CST (3:00 p.m. BST), at 3040 Post Oak
Blvd, Room 109, Houston TX, 77056. Circular containing the formal
notice of the General Meeting and the agenda is being sent to
shareholders today and a copy is available on the Company's website
at www.fronteraresources.com.
Enquiries:
Frontera Resources Corporation
Jesse Jefferies
+1 (713) 585-3216
info@fronteraresources.com
Buchanan Communications
Ben Romney/Hannah Brandstaetter
+44 (0) 20 7466 5000
benr@buchanan.uk.com
Nominated Adviser
Cairn Financial Advisers LLP
61 Cheapside, London EC2V 6AX
Jo Turner/ Liam Murray
+44 (0) 20 7148 7900
Broker
Cornhill Capital Limited
Nick Bealer
+44 (0) 207 710 9610
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document or the action you should take, you should immediately
consult your stockbroker, bank manager, solicitor, accountant or
other independent professional adviser duly authorised pursuant to
the Financial Services and Markets Act 2000 (as amended) (or, if
you are outside the United Kingdom, a person otherwise duly
qualified in your jurisdiction) who specialises in advising in
connection with shares and other securities.
If you sell or have sold or otherwise transferred all of your
ordinary shares in Frontera Resources Corporation (Company), please
immediately forward this document to the purchaser or transferee,
or to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for onward transmission to the purchaser or
transferee. If you sell or have sold or otherwise transferred only
part of your holding of ordinary shares, you should retain these
documents.
FRONTERA RESOURCES CORPORATION
(Incorporated and registered in the Cayman Islands with company
number 256380)
Strategic Transactions to Advance the Company's Work
Programs,
Increase of Authorised Share Capital,
Notice of General Meeting to be held on 28 June 2016
This is an important shareholder notice and your immediate
attention is required
Notice convening a General Meeting of the Company to be held at
9:00 a.m. CST (3:00 p.m. BST) on 28 June 2016 at 3040 Post Oak
Blvd, Room 109, Houston TX, 77056, is set out at the end of this
document. Holders of ordinary shares in the Company from time to
time (Shareholders) will also find enclosed with this document a
Form of Proxy.
The action to be taken by Shareholders is set out on page 5. To
be valid, the Form of Proxy must be completed, signed and returned
in accordance with the instructions printed thereon so as to be
received by the Company's registrars, Computershare Investor
Services (Cayman) Ltd, for and on behalf of the Company Secretary,
as soon as possible but in any event not later than 9:00 a.m. CST
(3:00 p.m. BST) on 24 June 2016. The completion and return of a
Form of Proxy will not preclude Shareholders from attending and
voting in person at the General Meeting should they subsequently
wish to do so.
LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF
EXECUTIVE OFFICER OF
FRONTERA RESOURCES CORPORATION
(Incorporated and registered in the Cayman Islands with company
number 256380)
Headquarters and Registered
offices:
Steve Nicandros (Chairman
and CEO)
Zaza Mamulaishvili (Executive
Director, President and
CFO)
Andrew Szescila (Non-Executive
Director)
Luis Giusti (Non-Executive
Director)
Frontera Resources
Corporation
3040 Post Oak Blvd,
Suite 1100
Houston, Texas 77056
USA
Maples Corporate Services
Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
10 June 2016
Dear Shareholder
Strategic Transactions to Advance the Company's Work
Programs,
Increase of Authorised Share Capital,
Notice of General Meeting to be held on 28 June 2016
Introduction
I am writing to inform you that a general meeting of the Company
(General Meeting) will be held at 9:00 a.m. CST (3:00 p.m. BST) on
28 June 2016 at 3040 Post Oak Blvd, Room 109, Houston, TX 77056.
The formal notice of the General Meeting and the resolutions
(Resolutions) to be proposed are set out at the end of this
document. The Directors believe that the passing of the Resolutions
is important to the successful outcome of the Company's operations
going forward and therefore urge Shareholders to complete and
return their Forms of Proxy/Instruction and vote in favor of the
Resolutions whether or not they intend to attend the General
Meeting in person. The Directors intend to vote in favor of the
proposed Resolutions in respect of their own shares.
To date, the Company has advanced strategic technical success
from its exploration initiatives and established the existence of
materially significant oil and gas resources throughout its
portfolio, as well as critically unique technical applications for
potentially achieving associated commercial development/production
operations. Because of this progression, which has been achieved as
a result of investment of approximately US$400 million, the Company
is pleased to announce a series of initiatives aimed at providing
necessary financial resources for undertaking the next phase of
technical and commercial work in order to potentially achieve a
step-change in results, thereby increasing shareholder value
through growth of its on-going operations in Georgia, as described
in detail below (Transactions).
This document explains the background to and reasons for the
Transactions and why the Board considers the Transactions to be in
the best interests of the Company and its Shareholders, and
recommends that you vote in favour of the Resolutions to be
proposed at the General Meeting.
Background to and reasons for the Transactions
The Company continues to significantly advance technical study,
workover, drilling, and stimulation completion programs associated
with its ongoing Oil Window and Gas Window operations at its South
Kakheti Gas Complex and Shallow Fields Production Unit within its
Block 12 portfolio in the country of Georgia. The proposed
Transactions will enable implementation of accelerated and more
technically advanced operations over the remainder of this year and
next year, in order to increase revenue from exploration related
pilot-production programs for oil and gas in 2016 and 2017, and
potentially establish the basis for initiating full-scale
commercial development from both areas. Overall, the planned
operations are anticipated to achieve a transformational step
forward of value creation for the Company.
Specifically, the Transactions will enable the company to
undertake the following exploration work programs (Work
Programs):
- 2016 - Stimulation equipment purchase; 15 existing well
stimulation program; 6 new well drilling program
- 2017 - 15 existing well stimulation program, 6 new well drilling program, continued infrastructure expansion associated with increased production volumes
It is anticipated that the planned exploration Work Programs
will enable the Company to:
- Expand its current inventory of stimulation pumping and
drilling/workover-rig equipment in order to be able to
cost-efficiently implement technically advanced
stimulation-completions in its planned exploration work
programs
- Build on historical technical advancements and attempt to
achieve enhanced production results from the next evolution of
larger stimulation designs
- Potentially achieve year-end 2016 pilot-production rates of as
much as approximately 2,200 boe per day and year-end 2017
production rates of as much as approximately 4,500 boe per day.
Assuming $50/bbl oil price and $7/Mcf gas price, this will
potentially result in increased 2016 annual revenue of as much as
US$11 million, and 2017 annual revenue of as much as US$70
million.
Details of the Transactions
In order to undertake the Work Programs described above, the
Company recommends completion of the following strategic
Transactions pending passing of the Resolutions to be proposed at
the General Meeting as described in detail below:
(1) The Company has conditionally completed service agreements
with two strategic service providers in Georgia (Service Providers)
whereby the Company will procure an aggregate US$4,000,000 worth of
oil field services in support of its planned 2016 and 2017 Work
Programs from the Service Providers in exchange for the issuance of
new Ordinary Shares in the Company issued to the Service Providers.
The number of shares to be issued will be determined based on an
average of the daily volume weighted average prices of the shares
traded during the 15 consecutive trading days beginning on 28 June
2016. To date, the Service Providers have increasingly become
strategic alliance members of the Company's on-going operations. In
this context, the Service Providers provide key oil field services
that permit the Company to advance its work in the most cost
efficient manner possible in contrast to mobilizing similar
services from outside of Georgia and/or building associated
in-house capabilities. The Service Providers will provide: i)
supporting equipment and labor, including up to four drilling and
workover rigs; ii) transportation services for handling/moving
produced oil and associated liquids within field processing
operations; iii) maintenance services for oil and gas
transportation infrastructure and access roads; and iv) maintenance
services and operational support of Company owned oil field
equipment.
(2) The Company has entered into financing agreements with YA II
PN, Ltd., formerly known as YA Global Master SPV Ltd. (Yorkville),
dated 28 June 2011, 27 January 2012 and 31 December 2013 (as
amended from time to time), that provide for a standby equity
distribution agreement and related convertible debt financing for
up to approximately US$31 million (GBP21 million) of available
equity/debt investment. The Company will work with Yorkville to
make approximately US$14 million available over the next six
months. The Company will use these funds to:
(i) purchase approximately US$4 million of additional oil field
equipment to expand the Company's current fleet in order to
undertake larger well-stimulation completions in the planned Work
Programs. This will include acquisition of frac/pumping units; a
frac blender and other associated equipment, and; a
workover/drilling rig.
(ii) provide approximately US$10 million of working capital in
support of the Work Programs as well as costs associated with this
transaction.
Increase of Authorized Share Capital In Order To Undertake the
Transactions
The Company does not currently have sufficient authorised share
capital to undertake the proposed strategic Transactions.
Currently, the Company's authorized share capital comprises
US$174,000 divided into 4,350,000,000 ordinary shares of a nominal
or par value of US$0.00004 each (Ordinary Shares), and the
Company's issued share capital comprises 4,076,363,695 Ordinary
Shares. Accordingly, the Transactions are conditional upon the
passing of the Resolutions to be proposed at the General
Meeting.
In order to fully complete the Transactions, provide additional
headroom to allot shares going forward, and maintain sufficient
reserve of shares in respect of outstanding convertible securities
of the Company, the Company is proposing, and the Shareholders are
being requested, to approve an increase of the Company's authorised
share capital from US$174,000 divided into 4,350,000,000 Ordinary
Shares of a nominal or par value of US$0.00004, to US$354,000
divided into 8,850,000,000 Ordinary Shares of a nominal or par
value of US$0.00004. The increase of the authorised share capital
will require amendment of the Company's Memorandum of Association
and its constitutional documents.
General Meeting
Attached at the end of this document is a formal notice
convening the General Meeting, to be held at 9:00 a.m. CST (3:00
p.m. BST) on 28 June 2016 at 3040 Post Oak Blvd, Room 109, Houston,
TX 77056, with the following agenda, to consider, and if thought
fit, pass the following Resolutions:
ORDINARY BUSINESS
Update regarding status of on-going operations, description of
the proposed strategic transactions, question and answer
session
SPECIAL BUSINESS
Increase of authorised share capital (Resolution 1 - Ordinary
Resolution)
Conditional upon the passing of Resolution 2, that the
authorised share capital of the Company be increased from
US$174,000 divided into 4,350,000,000 shares of a nominal or par
value of US$0.00004 each, to US$354,000 divided into 8,850,000,000
shares of a nominal or par value of US$0.00004 each.
Amendment to articles (Resolution 2 - Special Resolution)
To amend the Company's Memorandum of Association to reflect the
increase in authorised share capital.
Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy for use in connection with the General Meeting. Whether or
not you propose to attend the General Meeting in person, you are
requested to complete, sign and return the Form of Proxy in
accordance with the instructions printed thereon. To be valid,
completed Forms of Proxy must be received by the Company's
registrars, Computershare Investor Services (Cayman) Ltd, c/o The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, for and on behalf of
the Company Secretary, as soon as possible but in any event not
later than 9:00 a.m. CST (3:00 p.m. BST) on 24 June 2016 (or 48
hours prior to any adjourned meeting).
If you complete and return a Form of Proxy, you may still attend
and vote at the General Meeting in person should you subsequently
decide to do so.
Please read the notes to the notice of General Meeting and the
accompanying Form of Proxy for detailed instructions. The attention
of Shareholders is also drawn to the voting intentions of the Board
set out below.
Questions and Answers
In order to give shareholders the opportunity to obtain answers
to questions they may have with respect to the proposed
Transactions and Resolutions, the Company invites shareholders to
submit questions by email to frontera@buchanan.uk.com by 12pm
CST/6pm BST on 15 June 2016. Questions will be addressed in a
Q&A that will be uploaded to the secure section of the
Company's website at: http://www.fronteraresources.com by 6pm
CST/12am BST on 22 June 2016. Shareholders will be provided with
instructions and password to access the secure site in the Form of
Proxy and Form of Instruction posted to them.
Recommendation
The Board considers that the Resolutions to be put to the
General Meeting are in the best interests of the Company and its
Shareholders as a whole and unanimously recommends Shareholders to
vote in favor of the Resolutions. The Board believes that the
passing of the Resolutions is important to the successful outcome
of the Company's operations going forward and therefore urges all
Shareholders to complete and return their Forms of
Proxy/Instruction and vote in favour of the Resolutions
irrespective of whether or not they intend to attend the General
Meeting in person. The Board members intend to vote in favor of the
proposed Resolutions in respect of their own shares.
Yours faithfully
Steve C. Nicandros
Chairman of the Board of Directors
and Chief Executive Officer
FRONTERA RESOURCES CORPORATION
(Company)
(Incorporated and registered in the Cayman Islands with company
number 256380)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that the General Meeting of the Company
(Meeting) will be held at 3040 Post Oak Blvd, Room 109, Houston, TX
77056 at 9:00 a.m. CST (3:00 p.m. BST) on 28 June 2016 for the
transaction of the following business:
ORDINARY BUSINESS
Update regarding status of on-going operations, description of
the proposed strategic transactions, question and answer
session
SPECIAL BUSINESS
1. By way of ordinary resolution (and conditional upon the
passing of resolution 2 below) the authorised share capital of the
Company be and is hereby increased from US$174,000 divided into
4,350,000,000 shares of a nominal or par value of US$0.00004 each,
to US$354,000 divided into 8,850,000,000 shares of a nominal or par
value of US$0.00004 each.
2. By way of special resolution, the Memorandum of Association
of the Company be and is hereby amended such that words:
"The authorised share capital of the Company is US$174,000
divided into 4,350,000,000 shares of a nominal or par value of
US$0.00004 each"
be deleted in their entirety and replaced with:
"The authorised share capital of the Company is US$354,000
divided into 8,850,000,000 shares of a nominal or par value of
US$0.00004 each"
By Order of the Board
Levan Bakhutashvili
Vice President, General Counsel and Corporate Secretary
DATE: 10 June 2016
Headquarters and Registered offices:
Frontera Resources Corporation
3040 Post Oak Blvd, Suite 1100
Houston, Texas 77056 USA
Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Notes to the Notice of General Meeting:
1. The Company has specified that only those members entered on
the register of members at close of business on 24 June 2016 (or in
the event that this meeting is adjourned, on the register of
members 48 hours before the time of any adjourned meeting) shall be
entitled to attend, speak and vote at the Meeting in respect of the
number of ordinary shares in the capital of the Company held in
their name at that time. Changes to the register after close of
business on 24 June 2016 shall be disregarded in determining the
rights of any person to attend, speak and vote at the Meeting.
Appointment of proxies
2. Members are entitled to appoint a proxy or proxies to
exercise all or any of their rights to attend and vote at the
Meeting. A proxy need not be a Shareholder. A Shareholder holding
two or more shares may appoint more than one proxy in relation to
the Meeting. Please contact the Registrar if you wish to appoint
multiple proxies.
3. A Form of Proxy is enclosed for use by Shareholders holding
shares in certificated form. The completion and return of a Form of
Proxy whether in hard copy form or in CREST will not preclude a
member from attending in person at the meeting and voting should he
or she wish to do so. Holders of Depositary Interests in CREST who
wish to attend the meeting and/or vote at the meeting must notify
the Depositary in writing.
4. To be valid, the Form of Proxy and the power of attorney or
other authority (if any) under which it is signed or a certified
copy of such power or authority must be lodged at the offices of
the Company's registrars, Computershare Investor Services (Cayman)
Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, for and
on behalf of the Company Secretary, by hand, or sent by post, so as
to be received not less than 48 hours before the time fixed for the
holding of the meeting or any adjournment thereof (as the case may
be), weekends and bank holidays excluded.
CREST Voting Instructions for Depository Interest Holders
5. Holders of Depository Interests in CREST may transmit voting
instructions by either completing and returning the Form of
Instruction to the office of the Depository, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, by hand, or sent by post, so as
to be received not less than 72 business hours before the time
fixed for the holding of the meeting, or utilising the CREST voting
service in accordance with the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members,
and those CREST members who have appointed a voting service
provider, should refer to their CREST sponsor or voting service
provider, who will be able to take appropriate action on their
behalf. In order for instructions made using the CREST voting
service to be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
6. To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 9:00 a.m. CST (3:00 p.m. BST) on 23 June 2016. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the CREST Voting Instruction
by the CREST applications host) from which the Company's agent is
able to retrieve the CREST Voting Instruction by enquiry to CREST
in the manner prescribed by CREST. Holders of Depository Interests
in CREST and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in
relation to the transmission of CREST Voting Instructions. It is
the responsibility of the Depository Interest holder concerned to
take (or, if the Depository Interest holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time. In this connection,
Depository Interest holders and, where applicable, their CREST
sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
Issued shares and total voting rights
7. As at close of business on 8 June 2016 (being the latest
practicable date prior to the publication of this Notice), the
Company's issued share capital comprised 4,076,363,695 Ordinary
Shares with a nominal par value of $0.00004 each fully paid. On a
poll, each Ordinary Share carries the right to one vote at a
general meeting of the Company and, therefore, the total number of
voting rights in the Company as at close of business on 8 June 2016
are 4,076,363,695.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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