Nostra Terra Oil and Gas Company Plc
("Nostra Terra", "NTOG" or "the Company")
21 November 2024
£500,000 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 £500,000 (before expenses) through a subscription and placing of 2,173,913,042 new ordinary shares (the "Fundraise Shares") at a price of 0.023p per share (the "Placing Price") (the "Fundraise").
The Company has embarked on a major workover and development programme at its principal producing asset at Pine Mills. It has successfully delivered on the 1st phase of the workover programme during September and October 2024 which increased oil production by 30 bopd above that in August 2024. Net proceeds from this Fundraise will be used to accelerate the planned 2nd phase workover programme on 4 additional wells to deliver further potential significant increases in production and cash flow in the near term.
Paul Welch, Nostra Terra's Chief Executive Officer, said:
"Today's fundraise is an important next step in the rebuilding of NTOG as it enables us to accelerate the 2nd phase workover program in Pine Mills following on immediately after the very successful 1st phase and so deliver further potential significant increases in production, improved net backs and increased cash flow, all the more quickly. 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 2,173,913,042 Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 27 November 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 4,775,433,574 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 | £7,900 | 34,347,826 | 51,014,493 | 1.07% |
| Dr Stephen Staley | £5,000 | 21,739,130 | 46,572,464 | 0.98% |
| Jim Newman | £15,800 | 68,695,652 | 323,695,652* | 6.78% |
*including 255,000,000 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, are related party transactions under the AIM Rules for Companies. Accordingly, John Stafford, the independent director, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, considers the terms of the Director's Subscription to be fair and reasonable insofar as shareholders are concerned.
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 |
| | | |
| SP Angel Corporate Finance LLP (NOMAD/Broker) Stuart Gledhill / Richard Hail / Adam Cowl | Tel: | +44 (0) 20 3470 0470 |
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| 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 | 21 November 2024 | ||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||
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