TIDMAXL
RNS Number : 1082Q
Arrow Exploration Corp.
25 October 2021
25 October 2021
NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Arrow Exploration Corp.
("Arrow" or the "Company")
first day of dealings on aim AND CLOSING OF PREVIOUSLY ANNOUNCED
FINANCING
Arrow Exploration Corp. (AIM: AXL ; TSXV: AXL), the high-growth
operator with a portfolio of assets across key Colombian
hydrocarbon basins, is pleased to announce the admission of its
entire issued and to be issued share capital to trading on the AIM
market of the London Stock Exchange plc ("Admission"), in
conjunction with a fundraising of approximately GBP8.8 million
(C$15.0 million).
Admission will take place, and dealings in its common shares of
nil par value ("Common Shares") on AIM will commence, at 08:00 a.m.
today under the TIDM "AXL" and ISIN code CA04274P1053.
Company Highlights:
Near-term, value transformative drilling and tie-in activity
-- The drilling of the RCE-2 well planned at the Rio Cravo Este
discovery, where the Company has existing light oil production from
the RCE-1 well - spudding of the RCE-2 well anticipated within 90
days
-- Subsequently, the Carrizales Norte-1 well expected to be
drilled at the Carrizales Norte prospect, which is on-trend with
the Carrizales Field owned by Frontera Energy Corporation
-- Production from the 3-26 West Pepper natural gas well,
located in Alberta, Canada expected to come on-stream by year-end
2021 following near-term tie-in
Fully funded
-- Recently completed fundraise to raise gross proceeds of GBP8.8 million (C$15.0 million)
-- Strong balance sheet with cash of GBP11.2 million (C$19.0
million) immediately following the fundraise
-- Further supported by approximately 590 boepd of cash-flow
generative production, anticipated to increase to over 3,000 boepd
through organic growth activity over the next 18 months
Unique asset portfolio
-- 50% interest in the Tapir block in the prolific Llanos Basin,
with existing light-oil oil production achieving field netbacks of
approximately US$44/bbl in September 2021
-- 100% interest in Santa Isabel block in the Middle Magdalena
Basin, brought back on production by Arrow in June 2021
-- Varying interests in four other onshore blocks held in Colombia
-- 100% interest in a liquids-rich natural gas asset in Canada's prolific Montney play fairway
Premier growth jurisdiction
-- Stable, fiscally responsible government, supportive of hydrocarbon development
-- Brent-linked light oil pricing
-- Excellent fiscal terms with a highly competitive royalty rate
regime in the bottom-quartile globally
-- Exceptional in-country infrastructure, supporting development of new opportunities
Marshall Abbott, CEO of Arrow, said :
"We are thrilled to have completed our London dual listing
having received such strong support and interest in our story from
new and existing shareholders.
"Our offering to London audiences is unique. We have multiple,
near-term value catalysts in a jurisdiction which is extremely
supportive, under-explored and has existing infrastructure already
in place. Our portfolio contains both development wells, providing
low-risk immediately cash-generative growth opportunities, but also
higher risk exploration opportunities, which we look forward to
drilling shortly.
"With the next well at Rio Cravo Este expected to spud in the
near-term, this is an exciting time for Arrow and its
shareholders."
Highlights of the Fundraising
-- Placing and subscription of 140,949,545 new Common Shares
(the "Fundraising Shares") with new and existing investors, and
executive management at an Issue Price of 6.25p (C$0.106125) (the
"Fundraising Price") per new Common Share (the "Fundraising")
-- Executive management investing approximately GBP0.83 million
(C$1.41 million) in the Fundraising
-- Investors in the Fundraising to receive one warrant
("Warrant") for every two Fundraising Shares, exercisable at 9p
(C$0.15282) per new common share for 24 months from AIM
admission
-- At the Fundraising Price, the Company's market capitalisation
will be GBP13.1 million (C$22.3 million)
-- The net proceeds of the Fundraising (together with Company's
existing funds, if required) are expected to be used to drill two
wells at Rio Cravo Este, commencing by the end of 2021, and will
also be deployed in drilling the Carrizales Norte-1 exploration
well (the "Work Programme"). Additionally, the Company will deploy
funds to repay approximately US$3.15 million of Canacol's
Promissory Note with the Company
As certain officers and directors of the Company participated in
the Fundraising, the Fundraising (insofar as it involves such
persons) constitutes a related party transaction of Arrow under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Investments (MI 61-101). The Company is relying
on the exemption from the formal valuation requirement in Section
5.5(b) of MI 61-101 as the Company is not listed on a specified
market and the exemption from the minority approval requirement in
Section 5.7(1)(b) of MI 61-101, as the amount subscribed for by
officers and directors does not exceed $2,500,000. The Company
anticipates it will file a material change report less than 21 days
before the closing of the Fundraising. This shorter period is
reasonable and necessary in the circumstances as the Company wants
to complete the Fundraising as expeditiously as possible given the
immediacy of the Company's expected use of proceeds.
In connection with the Fundraising, Canacol Energy Ltd.
("Canacol") purchased 36,715,205 Fundraising Shares (representing
17.5% of the issued and outstanding Common Shares) and 18,357,602
Warrants.
Prior to the acquisition of the 36,715,205 Fundraising Shares
and 18,357,602 Warrants, Canacol held 5,000,000 Common Shares.
Canacol now controls 41,715,205 Common Shares, or approximately
19.9% of the total issued and outstanding Common Shares, and
18,357,602 Warrants. Assuming the exercise of the Warrants, the
Acquiror would own or control 60,072,807 or approximately 26.6% of
the total issued and outstanding Common Shares on a partially
diluted basis for Canacol only.
Canacol acquired the securities for investment purposes.
Presently, Canacol has no intention of acquiring any further
securities of Arrow. Canacol may acquire ownership of or control
over further securities of Arrow in the future depending upon
market circumstances. Increase or decrease in ownership of
securities of Arrow will depend on numerous conditions, including
the price of the Common Shares and general market conditions.
Non-Brokered Private Placement
In addition to the Fundraising, the Company intends, following
Admission, to raise up to an additional C$0.5 million by way of a
non-brokered private placement (the "Private Placement") in Canada.
The Private Placement is expected to be conducted at the same price
as the Fundraising (and in any event at a price not less than the
Fundraising Price). The Private Placement is expected to close in
late October 2021 or early November. The net proceeds from the
Private Placement will also be applied towards the Work
Programme.
The Company's Common Shares will continue to trade on the TSX
Venture Exchange (TSX-V). For the purposes of the Disclosure
Guidance and Transparency Rules, the total number of voting rights
in the Company will be 209,624,147. This figure may be used by
shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change of their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Please refer to the Company's Admission Document dated 20
October 2021, which is available on the Company's website:
https://arrowexploration.ca/ for further information on the
Company.
Arden Partners is acting as nominated adviser, broker and
bookrunner to the Company in connection with the Fundraising and
Admission.
For further Information, contact:
Arrow Exploration
Marshall Abbott, CEO +1 403 651 5995
Max Satel, EVP Corporate Development
& Investor Relations +1 416 904 2258
Arden Partners
Ruari McGirr / Richard Johnson
(Corporate) +44 (0)20 7614 5900
Seb Wykeham / Simon Johnson (Broking)
Camarco (Financial PR)
James Crothers +44 (0)20 3781 8331
Rebecca Waterworth
Billy Clegg
FURTHER INFORMATION
Important Information
Members of the public are not eligible to take part in the
Fundraising. This announcement (including this "Further
Information" section) is for information purposes only and does not
constitute a prospectus or any offer to sell or the solicitation of
an offer to buy any security in the United States of America or in
any other jurisdiction. In particular, this announcement is not for
distribution in or into the United States, Australia, the Republic
of South Africa or Japan or to any national resident or citizen of
the United States, Australia, the Republic of South Africa or
Japan. The distribution of this announcement in other jurisdictions
including (without limitation) the United States, Australia, the
Republic of South Africa or Japan (or to any resident thereof) may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves of and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is only directed at, and being distributed to:
(A) in the United Kingdom, "qualified investors" (within the
meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act
2018) who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) are high net worth entities falling within
Article 49(2)(a) to (d) of the Order; or (iii) are such other
persons to whom it may otherwise be lawful to communicate it to
("UK Relevant Persons"); (B) in any member state of the European
Economic Area, "qualified investors" (within the meaning of Article
2 of Regulation (EU) 2017/1129) ("EU Qualified Investors"); (each
of (A) and (B) a "Relevant Person"). Any investment or investment
activity to which this announcement relates is only available to
Relevant Persons and will be engaged in only with such persons.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all or part of
the amount invested. Persons needing advice should consult with an
independent financial adviser authorised under the Financial
Services and Markets Act 2000, as amended ("FSMA"), who specialises
in advising on the acquisition of shares and other securities, if
that person is in the United Kingdom, or any appropriately
authorised person under applicable laws, if that person is located
in any other jurisdiction.
THE FUNDRAISING SHARES HAVE NOT BEEN AND WILL NOT BE QUALIFIED
FOR DISTRIBUTION OR DISTRIBUTION TO THE PUBLIC UNDER APPLICABLE
CANADIAN SECURITIES LAWS AND, ACCORDINGLY, ANY SALE OF THE
FUNDRAISING SHARES WILL BE MADE ON A BASIS WHICH IS EXEMPT FROM THE
PROSPECTUS REQUIREMENTS OF SUCH SECURITIES LAWS ONLY TO "ACCREDITED
INVESTORS" WITHIN THE MEANING ASCRIBED TO THAT TERM IN NATIONAL
INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS, OF THE CANADIAN
SECURITIES ADMINISTRATORS ("NI 45-106"). THE FUNDRAISING SHARES ARE
NOT BEING OFFERED TO AND MAY NOT BE PURCHASED BY, OR FOR THE
BENEFIT OF, PERSONS RESIDENT IN CANADA EXCEPT FOR "ACCREDITED
INVESTORS". THE INFORMATION INCLUDED IN THIS ANNOUNCEMENT IS NOT
INTED TO, AND DOES NOT, COMPLY WITH ALL OF THE DISCLOSURE
REQUIREMENTS THAT WOULD APPLY UNDER APPLICABLE CANADIAN SECURITIES
LAW IF THIS FUNDRAISING WAS BEING QUALIFIED PURSUANT TO A
PROSPECTUS FILED WITH THE RELEVANT CANADIAN SECURITIES REGULATORY
AUTHORITIES AND THE NEW FUNDRAISING ISSUED PURSUANT TO THE
AVAILABLE EXEMPTIONS UNDER NI 45-106 WILL BE SUBJECT TO A STATUTORY
HOLD PERIOD IN CANADA FOR A PERIOD OF FOUR MONTHS AND ONE DAY
FOLLOWING THE CLOSING OF THE FUNDRAISING. NO SECURITIES COMMISSION
OR SIMILAR SECURITIES REGULATORY AUTHORITY IN CANADA HAS REVIEWED
OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE CONTENTS HEREOF,
OR THE MERITS OF THE NEW FUNDRAISING AND ANY REPRESENTATION TO THE
CONTRARY IS AN OFFENSE UNDER APPLICABLE CANADIAN SECURITIES
LAWS.
The distribution of this announcement and the proposed
Fundraising Shares as referred to in this announcement in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or Arden Partners plc ("Arden") that would permit an
offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required, other than the United Kingdom. Persons into whose
possession this announcement comes are required by the Company or
Arden to inform themselves about, and to observe, such
restrictions.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement may be
subject to change without notice. No undertaking, representation or
warranty or other assurance express or implied, is or will be made
as to, or in relation to, and, aside from the responsibilities and
liabilities, if any, which may be imposed by FSMA or the regulatory
regime established thereunder or any other applicable regulatory
regime, no responsibility or liability is or will be accepted by
the Company or Arden or any of their respective parent or
subsidiary undertakings or the subsidiary undertakings of any such
parent undertakings or any of their respective directors, proposed
directors, officers, partners or employees or any other person as
to or in relation to, the accuracy, completeness, sufficiency or
fairness of the information or opinions contained in announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers in
connection with the Fundraising, and any responsibility or
liability therefore is expressly disclaimed. In addition, no duty
of care or otherwise is owed by any such person to recipients of
this document or any other person in relation to this
announcement.
The new common shares to be issued or sold pursuant to the
Fundraising will not be admitted to trading on any stock exchange
other than the AIM Market of the London Stock Exchange and the
TSX-V.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Any forwarding, distribution, reproduction, or disclosure of any
information contained in this announcement in whole or in part is
unauthorised. Failure to comply with these restrictions may
constitute a violation of the United States Securities Act of 1933
(as amended) (the "US Securities Act") or the applicable laws of
other jurisdictions. Subject to certain exceptions, the securities
referred to in this announcement may not be offered or sold in the
United States, Australia, Canada, Japan, South Africa or certain
other jurisdictions or for the account or benefit of any national
resident or citizen of certain jurisdictions. The securities
referred to in this announcement have not and will not be
registered under the US Securities Act, and may not be offered or
sold in the United States absent registration or an exemption from,
or a transaction not subject to, registration under the US
Securities Act. There will be no public offering of the securities
in the United States. Any failure to comply with these restrictions
may constitute a violation of the securities law of any such
jurisdictions.
Arden, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
the Company and no-one else in connection with Admission and the
Fundraising. It will not regard any other person as its client in
relation to Admission and the Fundraising and will not be
responsible to anyone other than the Company for providing the
regulatory protections afforded to its clients, nor for providing
advice in relation to the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Arden
has not authorised the contents of any part of this document. The
responsibilities of Arden as the Company's nominated adviser under
the AIM Rules for Companies and the AIM Rules for Nominated
Advisers will be owed solely to the London Stock Exchange and not
to the Company, any of its directors, nor any other person in
respect of a decision to subscribe for or acquire Fundraising
Shares in reliance on the Admission Document relating to the
Company.
Forward-looking Statements
This news release contains certain statements or disclosures
relating to Arrow that are based on the expectations of its
management as well as assumptions made by and information currently
available to Arrow which may constitute forward-looking statements
or information ("forward-looking statements") under applicable
securities laws. All such statements and disclosures, other than
those of historical fact, which address activities, events,
outcomes, results or developments that Arrow anticipates or expects
may, could or will occur in the future (in whole or in part) should
be considered forward-looking statements. In some cases,
forward-looking statements can be identified by the use of the
words "continue", "expect", "opportunity", "plan", "potential" and
"will" and similar expressions. The forward-looking statements
contained in this news release reflect several material factors and
expectations and assumptions of Arrow, including without
limitation, Arrow's evaluation of the impacts of COVID-19, the
potential of Arrow's Colombian and/or Canadian assets (or any of
them individually), the prices of oil and/or natural gas, and
Arrow's business plan to expand oil and gas production and achieve
attractive potential operating margins. Arrow believes the
expectations and assumptions reflected in the forward-looking
statements are reasonable at this time but no assurance can be
given that these factors, expectations and assumptions will prove
to be correct.
The forward-looking statements included in this news release are
not guarantees of future performance and should not be unduly
relied upon. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking statements. The forward-looking
statements contained in this news release are made as of the date
hereof and the Company undertakes no obligations to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this release.
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END
MSCEELBLFBLXFBF
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October 25, 2021 02:00 ET (06:00 GMT)
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