TIDMAOGL
RNS Number : 1439O
Attis Oil and Gas Ltd
28 May 2020
Attis Oil & Gas Ltd / Index: AIM / Epic: AOGL/ ISIN:
VGG6622A1057 / Sector: Oil and Gas
7.00am 28 May 2020
Attis Oil & Gas Ltd ('the Company')
Resumption of Trading on AIM
Fundraise of GBP600,000 and Conversion of Bridge Loan
Facility
The Company announced on 2 January 2020 that it had entered into
a binding Memorandum of Understanding (MOU) with a North American
focussed oil and gas company (the "Target") in relation to the
potential acquisition of that company (the "Proposed Transaction").
The Proposed Transaction would have been classified as a reverse
takeover in accordance with the AIM Rules for Companies and
accordingly, at the request of the Company, the Company's shares
were suspended from trading on AIM until either the publication of
an admission document setting out, inter alia, details of the
Proposed Transaction or until confirmation is given that these
discussions have ceased.
Due to a number of factors, not least the impact of the Global
Coronavirus pandemic on oil prices, and the current economic
conditions, discussions with the Target have ceased, the MOU has
been terminated and Attis will not be progressing the Proposed
Transaction.
Accordingly, trading in the Company's Ordinary Shares on AIM is
expected to recommence with effect from 7.30 am on 28 May 2020.
Placing
The Company has placed 4,347,826,129 new ordinary shares at
0.0115 pence per share ("Placing Price") ("Placing Shares") raising
gross proceeds of GBP500,000 (the "Placing") before expenses. The
Placing has been undertaken by Peterhouse Capital Limited
("Peterhouse"), who have been appointed as the Company's broker
(the "Broker") with immediate effect.
Broker Option
The Broker Option is a facility to allow existing shareholders
of the Company, being shareholders of the Company who hold shares
in the Company as at the close of business on 27 May 2020
("Existing Shareholders") to participate in the Fundraise on the
same basis as the Placing,
In order to allow Existing Shareholders to have an opportunity
to subscribe for new ordinary shares in the Company at the Placing
Price ("Broker Option Shares"), the Company has granted Peterhouse
a Broker Option over 869,565,175 new ordinary shares in the Company
exercisable at the Placing Price raising GBP100,000 before
expenses.
The Broker Option will be exercised by Peterhouse on 28 May 2020
to conditionally issue 869,565,175 Broker Option Shares, on the
same terms and conditions as the Placing Shares.
Participation in the Broker Option is only available to Existing
Shareholders and all orders from such Existing Shareholders will be
accepted and processed by Peterhouse at Peterhouse's sole
discretion. Peterhouse is entitled to participate in the Broker
Options as principal and has undertaken to fully exercise the
Broker Option.
To subscribe for Broker Option Shares, Existing Shareholders
should communicate their bid to Peterhouse via their stockbroker as
Peterhouse cannot take direct orders from individual private
investors. Existing Shareholders who wish to register their
interest in participating in the Broker Option Shares should
instruct their stockbroker to call Peterhouse on STX: 76086 or +44
(0) 20 7220 9792. Each bid should state the number of Broker Option
Shares the Existing Shareholder wishes to subscribe for at the
Placing Price.
Peterhouse may choose not to accept bids and/or to accept bids,
either in whole or in part, on the basis of allocations determined
at their discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as Peterhouse
may determine. Peterhouse may also, subject to prior consent of the
Company, allocate new ordinary shares after the time of any initial
allocation to any person submitting a bid after that time.
Peterhouse has been issued with 260,869,565 warrants to
subscribe for ordinary shares at the Placing Price for a term of 3
years.
Conversion of Bridge Loan Facility
In October 2019, the Company raised GBP420,000 through a
five-month senior secured funding facility ("Bridge Loan"). The
Bridge Loan was due for repayment on or before 21 March 2020 . The
material terms of the facility comprised interest of 10% per annum
accruing monthly and paid with principal at the end of the term, a
fixed and floating charge over the Company's assets, and the issue
of 460 million five-year warrants priced at 0.1 pence per
share.
The Company announced on 23 March 2020 that the Bridge Loan
holders had agreed to extend the repayment date on a monthly
rolling basis.
Holders of the Bridge Loan have been offered the opportunity to
convert their outstanding Loan and interest into Ordinary Shares in
the Company at a price of 0.0075 pence and a re-pricing of the
warrants to 0.015 pence per share.
Holders of GBP370,543.14 (principal plus accrued interest) of
the Bridge Loan have elected to convert and therefore the Company
has issued 4,940,575,180 Ordinary Shares at 0.0075 pence per share
("Conversion Shares").
The remaining Bridge Loan Holders holding GBP74,846.51 in
principal and accrued interest will be repaid from the proceeds of
the Placing in accordance with the terms of the Bridge Loan.
Paolo Amoruso and Thom Board, directors of the Company, along
with Sebastian Marr, a 10.9% shareholder have an interest in the
Bridge Loan (being GBP64,958.77, GBP26,527.40 and GBP158,593.89
respectively). Accordingly, the conversion by Sebastian Marr and
Jam & Sons Limited (a company in which Thom Board is a 49%
shareholder) and the partial conversion by Paolo Amoruso of the
Bridge Loan (into 2,114,585,228, 353,698,630 and 433,058,447
Ordinary Shares respectively) (the "Transaction") is a Related
Party Transaction under the AIM Rules. Accordingly, the independent
director, being Sarah Cope, considers that, having consulted with
the Company's Nominated Adviser, the terms of the Transaction are
fair and reasonable insofar as the Company's shareholders are
concerned. This conclusion has been reached noting the Company's
current limited financial resources and the security provided to
the Bridge Loan Holders over the Group's assets which could have
included the proceeds of the recent sale of the Company's interest
in Zink Ranch. The terms which the Company has been able to
negotiate reflect that position and without the retirement of the
Bridge Loan it is doubtful whether the Company could attract
suitable new investment opportunities as referred to below.
Reaching an agreement with the debtholders, however, leaves the
Company in a significantly improved financial position.
Following the Transaction, the interests of Paolo Amoruso and
Thom Board in the Company's share capital are as follows:
Ordinary Shares Warrants
Paolo Amoruso 554,445,399 30,250,000 at 0.015pence
60,050,000 at 0.1 pence
---------------- ----------------------------------------
Thom Board 448,834,073* 25,000,000 at 0.015 pence
---------------- ----------------------------------------
* 3 53,698,630 Held by JAM & Sons Limited, a company
in which T. Board has a 49% interest
Following the Transaction, Sebastian Marr will be interested in
2,537,478,401 ordinary shares representing 17.26% of the enlarged
share capital and will hold 150,000,000 warrants to subscribe for
ordinary shares at 0.015 pence per share.
Settlement of Existing Creditors
In addition, the Company has agreed to settle amounts owed to
creditors amounting to GBP76,316 through the issue of 663,618,610
new ordinary shares at the Placing Price ("Creditor Shares").
Application has been made for the admission of 10,821,585,094
new ordinary shares (comprising the Creditor Shares, the Conversion
Shares, the Placing Shares and the Broker Option Shares) to trading
on AIM. Trading in the new ordinary shares is expected to commence
on 2 June 2020.
Board Changes
It is intended that at least one additional director will be
appointed to the Board of the Company in due course. Thom Board,
the Company's COO will resign on the appointment of an additional
director. Paolo Amoruso has provided notice of his intended
resignation from the Board of the Company, but the terms and timing
of his departure are under discussion. A further announcement will
be made once this is clarified.
Company Operations
The Company has been conducting an asset sale programme over the
course of the last few months. The Company's remaining wholly owned
and operated asset, the Austin Field, is currently shut in pending
an improvement in oil prices which will result in either a
resumption of cashflow from that field or a sale of the asset.
The effect of any disposal of the Austin Field would be subject
to Ordinary Shareholder approval at a General Meeting as, in
accordance with AIM Rule 15, this would constitute a fundamental
change of business of the Company with the Company ceasing to own,
control or conduct all or substantially all, of its existing
trading business, activities or assets. Any decision permanently to
cease operations at the Austin Field would also have a similar
effect.
Following completion of any such disposal or decision
permanently to cease operations, the Company would become an AIM
Rule 15 cash shell and as such would be required to make an
acquisition or acquisitions which constituted a reverse takeover
under AIM Rule 14 ("Reverse") on or before the date falling six
months from completion of the Disposal failing which, the Company's
Ordinary Shares would then be suspended from trading on AIM
pursuant to AIM Rule 40. Admission to trading on AIM would be
cancelled six months from the date of suspension should the Company
not have completed a Reverse by then.
The Company is, therefore, actively seeking alternative
transactions to rebuild value for shareholders. The
recapitalisation of the Company through the debt conversion and the
Fundraising puts the Company in the position to enable the Board to
find and attract new investment opportunities.
Paolo Amoruso, Attis' Executive Chairman said , "We are going
through an unprecedented time that has brought the world economy
and our industry essentially to a halt. We received less than
expected from the sale of Zink Ranch, were forced to shut in
operations at Austin and had to relinquish the bond to dispose of
the Fort Worth field. My role in Attis has run its course
unfortunately and while I plan to remain to assist in closing out
existing matters in the US, providing a smooth handover and to seek
alternative transactions, the Company has taken a different path
that requires me to provide notice of my departure as required
under my service agreement It has been a privilege to serve the
shareholders."
**ENDS**
For further information visit www.attisog.com or contact the
following:
Thom Board Attis Oil & Gas Ltd +44 20 7236 1177
Paolo Amoruso Attis Oil & Gas Ltd + 1 713 869 1544
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Roland Cornish Beaumont Cornish Ltd +44 20 7628 3396
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James Biddle Beaumont Cornish Ltd +44 20 7628 3396
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Duncan Vasey/
Peter Greensmith Peterhouse Capital Limited +44 20 7220 9792
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END
MSCPPURUAUPUPGM
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May 28, 2020 02:00 ET (06:00 GMT)
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