Falcon Oil & Gas Ltd - Results of Fundraising
THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
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OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN ADMISSION DOCUMENT
PREPARED IN ACCORDANCE WITH THE AIM RULES OR FORM PART OF ANY
OFFER, RECOMMENDATION, INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE CAPITAL OF THE COMPANY. ACCORDINGLY, THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY OR FILED WITH THE FCA AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD
FORM THE BASIS OR, OR BE RELIED ON IN CONNECTION WITH, ANY
INVESTMENT DECISION IN RESPECT OF THE COMPANY OR OTHER EVALUATION
OF ANY SECURITIES OF THE COMPANY OR ANY OTHER ENTITY AND SHOULD NOT
BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD
SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THE INFORMATION COMMUNICATED IN 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)
("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH
THE RESULT THAT CERTAIN
PERSONS BECAME AWARE
OF SUCH INSIDE INFORMATION, AS PERMITTED
BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE,
THIS INSIDE
INFORMATION IS
NOW CONSIDERED
TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE
IN POSSESSION OF INSIDE INFORMATION.
22 April
2024
Falcon Oil
& Gas
Ltd
(“Falcon”, the “Company” or the
“Group”)
Results of Fundraising
Falcon Oil & Gas Ltd (AIM: FOG, TSXV: FO.V),
the international oil and gas company engaged in the exploration
and development of unconventional oil and gas assets, is pleased to
confirm the results of the proposed Fundraising announced by the
Company on 18 April 2024.
The Company can confirm that the Bookbuild has
been completed and Falcon has, conditionally, raised gross proceeds
of c. $4.9 million (c. £3.9 million) through the Subscription and
Placing, for a total number of 64,794,087 New Common Shares at an
Issue Price of 6p per share.
As previously announced, alongside the
Fundraising, Falcon Oil & Gas Australia Limited
(“Falcon Australia”) has agreed to grant Daly
Waters Energy, LP (“Daly Waters”) and a major
US-based energy industry service provider overriding royalty
interests (“ORRIs”) over Falcon Australia’s
working interests in the Beetaloo Sub-Basin exploration permits in
return for cash payments of US$3 million and US$1 million,
respectively. Completion of the grant of the ORRIs is subject to
agreement of final legal documentation and to submission to the
Northern Territory Government, Australia for registration.
The net proceeds of the Fundraising, together
with the Company’s existing cash resources of c.US$4.3 million, the
balance of Falcon’s net carry of A$3.75m due from Tamboran and the
consideration from the grant of the ORRIs, if finalised, will
primarily be used to fund Falcon’s share of estimated capital
expenditure in respect of the work to be carried out on the
proposed Shenandoah South Pilot Project (the
“Pilot”) in 2024, including the drilling of two
3,000m horizontal wells and the stimulation and flow test of two
wells in the Beetaloo Sub-basin, Australia. These proceeds will
also enable Falcon to fund its share of the cost of the planned
330km2 of 3D seismic survey around the Pilot area, which
it is expected will be acquired during Q4 24 with processed results
being available by Q1 25.
Sheffield Holdings LP
Participation
Sheffield Holdings LP
(“Sheffield”), an affiliate of Daly Waters, has
subscribed for a total of 19,912,791 New Common Shares as part of
the Subscription. Following the issue of the New Common Shares,
Sheffield will have a total interest in 116,386,398 Common Shares,
representing 10.49 per cent of the enlarged issued share capital.
Exceeding 10 per cent will result in Sheffield becoming an insider
of the Company, which requires the approval of the TSX Venture
Exchange. Accordingly, Sheffield’s participation in the
Subscription will be effected in two tranches – firstly, through
the issue of 13,274,194 New Common Shares to Sheffield (which will
be issued and admitted to trading on AIM alongside the other
Placing Shares and Subscription Shares (together, the
“First Admission”)) and, secondly, through the
issue to Sheffield of a further 6,638,597 New Common Shares (which
will be admitted to trading on AIM following TSX Venture Exchange
approval of Sheffield as an insider of the Company (the
“Second Admission”)).
Director Participation
Thomas Layman, a Director of the Company,
participated in the Fundraising. The number of New Common Shares
conditionally subscribed for by him pursuant to the Subscription,
and his resulting shareholding on First Admission, is set out
below:
Director |
Number of Existing Ordinary Shares |
Number of Subscription Shares |
Number of Common Shares on First Admission
1 |
Percentage of Enlarged Issued Share Capital on Admission
1 |
|
|
|
|
|
Thomas Layman, NED |
1,120,000 |
663,760 |
1,783,760 |
0.16% |
|
|
|
|
|
- Assuming that no employee share
incentives or options are exercised between the date of this
Announcement and First Admission.
|
Application for Admission
The Fundraising is conditional on the admission
of the New Common Shares to trading on AIM and the approval of the
TSX Venture Exchange. It is expected that settlement of the
relevant New Common Shares forming part of the First Admission
(being 58,155,490 New Common Shares) will occur on 26 April 2024
and that admission will become effective and dealings in those New
Common Shares will commence on AIM at 8.00 a.m. on 26 April 2024.
The New Common Shares will not trade on the TSX Venture Exchange
Market until the date that is four months and a day after the day
of issuance.
The New Common Shares will, when issued, be
subject to the articles of association of the Company and credited
as fully paid and will rank equally in all respects with the
existing Common Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Common Shares after the date of issue of the Placing
Shares. The Company’s total issued share capital following First
Admission will be 1,102,502,915 Common Shares. A separate
announcement will be made in respect of the Second Admission.
UK Market
Abuse Regulation
This Announcement contains inside information
for the purposes of Article 7 of UK MAR. Market soundings, as
defined in UK MAR, were taken in respect of the Placing, with the
result that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of Article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities. The person responsible for arranging
the release of this announcement on behalf of Falcon is Phillip
O’Quigley.
For further information on the Announcement, please contact: |
|
Falcon Oil &
Gas Ltd |
+353 1 676 8702 |
Philip O’Quigley / Anne Flynn |
|
Cavendish Capital Markets Limited
(Nominated Adviser and
Bookrunner)
|
+44 131 220 9771 |
Neil McDonald / Adam Rae
|
|
Capitalised terms used but not defined in the
text of this Announcement shall have the meanings given to them in
the announcement made by the Company at 12.30 on 18 April 2024.
About Falcon
Oil & Gas
Ltd
Falcon is an international oil and gas company
engaged in the exploration and development of unconventional oil
and gas assets, with the current portfolio focused in Australia,
South Africa and Hungary. Falcon is incorporated in British
Columbia, Canada and headquartered in Dublin, Ireland with a
technical team based in Budapest, Hungary.
Falcon is listed on AIM and the TSX Venture
Exchange Market.
EXCHANGE RATES
Conversions from A$ to US$ in this announcement
have been conducted at an exchange rate of 1.55:1 being the
relevant exchange rate on 18 April 2024. Conversions from US$ to £
in this announcement have been conducted at an exchange rate of
0.8:1 being the relevant exchange rate on 18 April 2024.
Forward-Looking Information
The Announcement contains (or may contain)
certain forward-looking statements that are subject to risks and
uncertainties. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the Company’s operations; (iii) completion
of the grant of the ORRIs; (iv) the completion of the Fundraising,
including the First Admission and the Second Admission; and (v) the
use of proceeds of the Fundraising and the grant of the ORRIs.
These statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect", "will", "may", "should",
"plan", "target", "aim" and words of similar meaning or similar
expressions or negatives therefor, reflect the Directors' beliefs
and expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by any such forward-looking statement. Many of
these risks and uncertainties relate to factors that are beyond the
Company’s ability to control or estimate precisely, such as (i)
price fluctuations in crude oil and natural gas; (ii) currency
fluctuations; (iii) drilling and production results; (iv) reserves
estimates; (v) loss of market share and industry competition; (vi)
environmental and physical risks; (vii) risks associated with the
identification of suitable potential acquisition properties and
targets, and successful negotiation and completion of such
transactions; (viii) legislative, fiscal and regulatory
developments including regulatory measures addressing climate
change; (ix) economic and financial market conditions in various
countries and regions; (x) political risks, including the risks of
renegotiation of the terms of contracts with governmental entities,
delays or advancements in the approval of projects and delays in
the reimbursement of shared costs; (xi) drilling wells is
speculative, often involving significant costs that may be more
than estimated and may not result in discoveries and (xii) changes
in trading conditions. The Company cannot give any assurance that
such forward-looking statements will prove to have been correct.
Statements contained in the Announcement regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. The information
contained in the Announcement is subject to change without notice
and, except as required by applicable law, neither the Bookrunner
nor the Company assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
herein whether as a result of new information, future events or
otherwise. You should not place undue reliance on forward-looking
statements, which speak only as of the date of the Announcement.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Director / PDMR Shareholding
1 |
Details of the person discharging managerial
responsibilities/person closely associated |
|
a) |
Name |
Tom Layman |
2 |
Reason for 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 |
Falcon Oil & Gas Ltd. |
b) |
LEI |
213800KQY87Z1KNPIM76 |
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 |
Common shares in the Company
AIM: FOG TSXV: FO |
b) |
Nature of the transaction |
Purchase of common shares in the Company |
c)
|
Price(s) and volume(s)
|
Price(s) |
Volume(s) |
£0.06 |
663,760 common shares in the Company |
d) |
Aggregated information
|
N/A |
e) |
Date of the transaction |
19 April 2024 |
f) |
Place of the transaction |
Off market |
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