Nostra Terra Oil and Gas Company Plc
("Nostra Terra", "NTOG" or "the Company")
29 July 2024
£450,000 Fundraise aimed at increasing production and cash flow at Pine Mills
Nostra Terra (AIM: NTOG), the international oil & gas exploration and production company with development and production assets in Texas, USA, is pleased to announce a successful fundraise supported by institutional investors, Directors and Management, existing shareholders and new investors.
The Company has raised £450,000 (before expenses) through a subscription and placing of 1,499,999,998 new ordinary shares (the "Fundraise Shares") at a price of 0.03p per share (the "Placing Price") (the "Fundraise"). Net funds will be used to invest in a workover and ongoing development programme at its principal producing asset Pine Mills, to increase production and cash flow in the near term along with general working capital.
Paul Welch, Nostra Terra's Chief Executive Officer, said:
"Today's fundraise is an important step in the rebuilding of NTOG as it enables us to put the proceeds to work into identified workover opportunities that should significantly increase production at Pine Mills. I would like to thank those shareholders and new institutional investors who supported the fundraise, and I look forward to updating everyone on our operational progress over the coming months."
Application for Admission and Total Voting Rights
An application will be made to the London Stock Exchange for the 1,499,999,998 Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 2 August 2024.
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company confirms that on issue of the Fundraise Shares and following Admission, the Company's enlarged issued ordinary share capital will comprise 2,521,520,532 Ordinary Shares.
The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure Guidance and Transparency Rules.
Director participation
The following Directors of the Company have subscribed for Fundraising Shares (the "Director's Subscription"):
| Director | Subscription amount | Number of Fundraise Shares | Resultant shareholding | Resultant interest in enlarged share capital |
| Paul Welch | £5,000 | 16,666,667 | 16,666,667 | 0.66% |
| Dr Stephen Staley | £5,000 | 16,666,667 | 24,833,334 | 0.98% |
| Jim Newman | £30,000 | 100,000,000 | 215,000,000* | 8.53% |
*including 115,000,000 existing ordinary shares held by Dos Hermanos International, LLC, of which Mr Newman is a principal.
The subscription by the Directors in the Fundraise, as outlined above and when aggregated with past subscriptions in the last 12 months, along with a subscription amounting to £50,000 for 166,666,662 Ordinary Shares by Premier Miton Group plc (the "Premier Miton Subscription"), a 10.13% shareholder in the Company, are related party transactions under the AIM Rules for Companies. Accordingly, John Stafford, the independent director, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Director's Subscription and Premier Miton Subscription to be fair and reasonable insofar as shareholders are concerned. The Placing Price is at a discount of 0.05p ("Discount") to the closing price on AIM on Friday 26 July 2024 of 0.08p and the Fundraise Shares represent approximately 147% of the Company's existing ordinary shares in issue. In coming to his conclusion, the Independent Director has inter alia considered the requirement for funding to develop the Company's main asset and terms which investors generally are prepared to invest the necessary funding as advised by the Company's Broker.
In connection with the Fundraise, 41,000,000 broker warrants have been granted to SP Angel Corporate Finance LLP, exercisable at the Placing Price with a two-year expiry.
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information, contact:
| Nostra Terra Oil and Gas Company plc Paul Welch, CEO | Email: | paul@ntog.co.uk |
| | | |
| Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish | Tel:
| +44 (0) 20 7628 3396
|
| | | |
| SP Angel Corporate Finance LLP (Broker) Richard Hail / Adam Cowl | Tel: | +44 (0) 20 3470 0470 |
| | | |
| Celicourt Communications (PR/IR) Mark Antelme / Jimmy Lea | Tel: | +44 (0) 20 7770 6424 |
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 | 1) Paul Welch 2) Dr Stephen Staley 3) Jim Newman | ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | 1) Chief Executive Officer 2) Non-Executive Chairman 3) 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 | Nostra Terra Oil and Gas Company plc | ||||||||||||
| b) | LEI | 213800JO9A4LO19YJ129
| ||||||||||||
| 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 instrument, type of instrument Identification code | Ordinary shares of £0.0001 each
GB00BZ76F335
| ||||||||||||
| b) | Nature of the transaction | Fundraise of ordinary shares | ||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||
| d) | Aggregated information - Aggregated volume - Price | N/A, single transaction | ||||||||||||
| e) | Date of the transaction | 29 July 2024 | ||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||
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