Nostra
Terra Oil and Gas Company Plc
("Nostra
Terra", "NTOG" or "the Company")
4 March 2025
Completion of £500,000 Fundraise
Proceeds will enable NTOG to
realise further value from 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
2,173,913,043 new ordinary shares (the "Fundraise Shares") at a
price of 0.023p per share (the "Placing Price") (the
"Fundraise").
Paul Welch, Nostra Terra's
Chief Executive Officer, said:
"I
am pleased to announce that we have successfully completed a
further £500,000 fundraise for the progression of our major
operational program at the Pine Mills licence in East Texas. With
three of the five workovers now completed, and production currently
averaging ca.90 bopd over the last 5 days, this additional raise
will enable us to finish the workover program, with production
anticipated to reach ca. 110 bopd once this is done. Pine Mills
continues to be a high-margin asset with considerable organic
growth potential and today's funding news enables us to realise
further value from the acreage.
"In closing, I would like to thank our new and existing
shareholders for their support with this Fundraise. We have
ambitious plans for this business, both organic and inorganic, and
we look forward to sharing further updates with all our
stakeholders in due course."
Application for Admission and Total
Voting Rights
An application will be made to the
London Stock Exchange for the 2,173,913,043 Fundraise Shares to be
admitted to trading on AIM ("Admission"). It is expected that
Admission will become effective on or around 10 March
2025.
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
6,949,346,617 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.
Related Party Transaction
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
|
£15,000
|
65,217,391
|
116,231,884
|
1.67
|
|
Jim Newman
|
£5,000
|
21,739,130
|
345,434,782
|
4.97
|
*including 255,000,000 existing
ordinary shares held by Dos Hermanos International, LLC, of which
Mr Newman is a principal.
The Director's Subscriptions are
related party transactions for the purposes of AIM Rule 13 of the
AIM Rules for Companies. The Director independent of the Fundraise,
being Dr Stephen Staley, considers, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the
terms of the Director's Subscription are fair and reasonable in so
far as the Company's shareholders are concerned.
Premier Miton, a substantial
shareholder in the Company, has subscribed for 391,304,348
Fundraise Shares in the Fundraise. The participation of Premier
Miton in the Fundraise is also a related party transaction for the
purpose of AIM Rule 13 of the AIM Rules for Companies. The Director
independent of the Fundraise, being Dr Stephen Staley, considers,
having consulted with SP Angel Corporate Finance LLP, the Company's
nominated adviser, that the terms of the Premier Miton's
participation is fair and reasonable in so far as the Company's
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
|
|
|
|
|
|
Celicourt Communications
(PR/IR)
Mark Antelme / Jimmy Lea
|
Tel:
Email:
|
+44 (0) 20 7770 6424
NTOG@celicourt.uk
|
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) Jim
Newman
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
1) Chief Executive
Officer
2) 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
|
|
b)
|
Nature of the transaction
|
Fundraise of ordinary
shares
|
|
c)
|
Price(s) and volume(s)
|
|
PDMR
|
Price
|
No. of shares
|
|
Paul Welch
|
£0.00023
|
65,217,391
|
|
Jim Newman
|
£0.00023
|
21,739,130
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A, single
transaction
|
|
e)
|
Date of the transaction
|
4 March 2025
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
