TIDMPANR
RNS Number : 7033Z
Pantheon Resources PLC
17 May 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED
OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL
SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON. IN
PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED
ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION,
SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED ("MAR").
17 May 2023
Pantheon Resources plc
Results of Fundraise and Retail Offer
Pantheon Resources plc ("Pantheon" or the "Company"), the
AIM-quoted oil and gas company with 100% working interests in
certain projects located adjacent to transportation and pipeline
infrastructure on the Alaska North Slope, today announces the
results of the Fundraise and Retail Offer which was announced
yesterday.
The Fundraise was oversubscribed and the Company, having taken
into account the strong support received from existing and new
investors, decided to increase the size of the Fundraise, and when
combined with the Retail Offer, raised gross proceeds of
approximately $22 million.
A total of 104,179,027 New Ordinary Shares have been placed and
subscribed for pursuant to the Placing, Subscription and Retail
Offer at a price of 17 pence per Ordinary Share (the "Issue
Price"). Canaccord Genuity acted as Nominated Adviser and Sole
Bookrunner in respect of the Placing with Olivetree Financial and
WH Ireland Limited acting as UK placing agents.
The additional funds raised in the Fundraise will be applied
towards general corporate purposes.
The New Ordinary Shares represent 11.68 per cent of the issued
voting Ordinary Share capital of the Company following the
Fundraise and Retail Offer.
Application will be made to London Stock Exchange plc for the
104,179,027 New Ordinary Shares to be admitted to trading on AIM.
Subject, amongst other things, to the satisfaction or waiver of the
conditions of the Placing Agreement, it is expected that Admission
will take place and dealings in the New Ordinary Shares will
commence on AIM on or around 8.00 a.m. on 24 May 2023 .
Immediately following Admission, the Company's issued share
capital will be 892,034,079 Ordinary Shares, with each share
carrying the right to one vote. The Company does not hold any
Ordinary Shares in treasury. The total voting rights figure
immediately following Admission, of 892,034,079 may be used by
shareholders (and others with notification obligations) as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
to their interest in, the Company under the Disclosure Guidance and
Transparency Rules.
Directors' participation in the Fundraise
Pursuant to the Subscription, the following Directors have
agreed to subscribe for the following Subscription Shares at the
Issue Price:
Number of Ordinary Number of Resultant Percentage of
Director Shares held before Subscription shareholding Ordinary Shares
the Subscription Shares being after the on Admission
subscribed for Subscription
Jay Cheatham 3,529,464 705,882 4,235,346 0.47%
Justin Hondris 1,491,812 352,941 1,844,753 0.21%
Jeremy Brest(1) 673,821 705,882 1,379,703 0.15%
Philip Gobe 613,972 235,378 849,350 0.10%
Robert Rosenthal(2) 647,622 706,136 1,353,758 0.15%
David Hobbs 1,576,002 141,227 1,717,229 0.19%
Total 2,847,446
(1) Mr Brest does not have a direct interest in Pantheon and has
an indirect interest in the Company as described below: Mr Brest's
interest results from the direct and indirect holding of Pantheon
by Westman Management Limited ("Westman"), of which Mr Brest is the
sole director. Westman holds 673,821 ordinary shares of Pantheon
and holds approximately 5.2% interest in Ursa Major Holdings LLC
("UMH"). UMH holds approximately 19.8 million ordinary shares.
(2) In addition to Mr. Rosenthal's direct holding, he also holds
an indirect interest through an approximate 2.8% interest in Ursa
Major Holdings LLC ("UMH"). UMH holds approximately 19.8 million
ordinary shares.
Jay Cheatham, CEO of Pantheon Resources, said:
"I'm pleased the market has rewarded our efforts in maturing
this significant asset on the North Slope. The offering was
materially oversubscribed, allowing Pantheon to raise approximately
$22 million in a difficult market at a small discount to
yesterday's close. In particular we are delighted to welcome to our
shareholder list some well known investing institutions; some for
the first time and some as they return. The funds raised will be
applied to a number of catalysts over the short to medum term which
we will discuss in detail in a webinar planned for June.
We will also update the market on the recent reservoir analysis
of the Alkaid #2 horizontal production test, preliminary work on
the updip Theta West acreage awarded in last year's State lease
sale and the ongoing work by SLB and NSAI."
All defined and capitalised terms have the same meaning as set
out in the Company's announcement on 16 May 2023 at 16:59 p.m.
Further information:
Pantheon Resources plc +44 20 7484 5361
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development
Canaccord Genuity Limited (Nominated Adviser
and broker)
Henry Fitzgerald-O'Connor
James Asensio
Gordon Hamilton +44 20 7523 8000
BlytheRay
Tim Blythe
Megan Ray
Matthew Bowld +44 20 7138 3204
IMPORTANT INFORMATION
This announcement is released by Pantheon Resources plc and
contains inside information for the purposes of Article 7 of MAR.
It is disclosed in accordance with the Group's obligations under
Article 17 of MAR.
No action has been taken by the Group or Canaccord, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. The New Ordinary Shares will not be admitted to trading
on any stock exchange other than the AIM market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jay Cheatham
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 705,882
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Justin Hondris
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Director, Finance and Corporate
Development
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 352,941
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Westman Management Limited
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Person Closely Associated with
Jeremy Brest, Non-Executive
Director
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 705,882
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Robert Rosenthal
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Director
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 706,136
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Philip Gobe
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 235,378
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name David Hobbs
------------------------------------------ ------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------------ ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------------------ ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name Pantheon Resources plc
------------------------------------------ ------------------------------------
b) LEI 213800SWHY5DNQS64J23
------------------------------------------ ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 1 pence
instrument, type of instrument each fully paid
ISIN: GB00B125SX82
------------------------------------------ ------------------------------------
b) Nature of the transaction Subscriber in the Capital Raising
------------------------------------------ ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
------------------------------------------ ----------------- -----------------
17p 141,227
----------------------------------------------- ----------------- -----------------
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
------------------------------------------ ------------------------------------
e) Date of the transaction 17 May 2023
------------------------------------------ ------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ ------------------------------------
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS
REGULATION WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN PANTHEON RESOURCES PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND THEY WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF
THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE NEW ORDINARY SHARES. THE PRICE OF SHARES AND THE INCOME FROM
THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET
BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this announcement and/or the Placing and/or
the issue of the New Ordinary Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Canaccord or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the New
Ordinary Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes
are required by the Company and Canaccord to inform themselves
about and to observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan, New Zealand, Russia or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the New Ordinary
Shares is being made in any jurisdiction.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by Canaccord or any other
person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply or
otherwise falls within a relevant exemption. No prospectus will be
made available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
This Announcement is only directed at persons in Australia, who
it is lawful to offer the shares to be issued under the Placing
without disclosure under Chapter 6D of the Australian Corporations
Act (including those who are "sophisticated investors" as set out
in section 708(8) of the Australian Corporations Act or who are
"professional investors" as set out in section 708(11) of the
Australian Corporations Act), and where such action complies with
all applicable laws, regulations and directives and does not
require any document to be lodged with the Australian Securities
and Investments Commission.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraise or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission, the Japanese Ministry of Finance, the Financial Markets
Authority of New Zealand or the Central Bank of Russia and the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the New Ordinary and the
New Ordinary Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New
Zealand, Russia or the Republic of South Africa. Accordingly, the
New Ordinary Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, New Zealand, Russia or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, risks associated with the oil and
gas industry in general (e.g. operational risks in exploration,
development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the
availability of services or equipment, commodity price
fluctuations, changes in legislation impacting the oil and gas
industry, adverse weather conditions and uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel.
As a result, the actual future financial condition, performance
and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Fundraise
must be made solely on the basis of information contained in this
announcement.
This Announcement has not been approved by any competent
regulatory authority. Canaccord is nominated adviser to the
Company, authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Fundraise and Admission or any other matters
referred to in this announcement and Canaccord will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraise, Admission or any
other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord or by any of its affiliates or
their affiliates' agents, directors, officers and employees,
respectively, as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor
(whether in tort, contract or otherwise) is expressly
disclaimed.
The responsibilities of Canaccord as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.
No statement in this announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this announcement nor in any previous announcement or
in any previous presentation issued by the Company should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
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