TIDMHNR
RNS Number : 3757K
Highlands Natural Resources PLC
06 July 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU No. 596/2014). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
6 July 2017
Highlands Natural Resources plc
("Highlands" or the "Company")
GBP2.6 million Subscription and Placing and up to GBP0.8 million
Open Offer and Notice of General Meeting
Highlands, the London-listed natural resources company, is
pleased to announce that it has conditionally raised gross proceeds
of GBP2,586,950 through a proposed issue of 21,557,920 New Ordinary
Shares at a price of 12 pence per share.
An offer for not less than GBP2 million is being conducted via
the PrimaryBid.com platform. This is open to investors wishing to
participate at the same price. Details of this PrimaryBid offer are
in the following RNS. In addition, the Company has raised GBP0.59
million from a placing of new ordinary shares to institutional
investors.The Company is also proposing separately to make an Open
Offer to all Qualifying Shareholders to enable Qualifying
Shareholders to have the opportunity to participate in the capital
raising process at the Issue Price. It is proposed that the Open
Offer will raise up to GBP0.81 million, in addition to the funds
raised pursuant to the Subscription and Placing.
The primary use of proceeds from the proposed Subscription, the
Placing, the PrimaryBid Offer and the Open Offer will be to drill
the first well of the up to a 24 well drill programme at its East
Denver Niobrara Project ("East Denver"), in Q3 2017. The remaining
funds will be applied to the Company's two other core projects, DT
Ultravert, a re-fracking and parent well protection technology with
one patent granted and additional patents pending in the US and
internationally, and Helios Two, a helium and natural gas discovery
in Montana.
Highlights
-- Not less than GBP2 million to be raised by way of the
Subscription from investors on PrimaryBid.com and the PrimaryBid
app at a price of 12 pence per share
o Subscription open from 5.00 p.m. on 6 July 2017 and close at
9.00 p.m. on 6 July 2017;
-- GBP0.59 million to be raised by way of placing to institutional investors
-- Open offer enables existing Shareholders to participate in Fundraising
-- Net proceeds primarily to:
o Fund the drilling of the first well at East Denver (up to24
well drill programme planned to commence Q3 2017);
o Any remaining funds for:
-- Continued marketing of the Company's revolutionary DT
Ultravert Parent Well Protection and Re-fracking technology;
-- Potential re-injection of water at Helios Two helium and
natural gas project
-- Funding follows commitment secured as announced today from
Raisa II, LLC ("Raisa") a leading oil and gas investment and
development company based in Denver agreeing to fund up to US$32.65
million in drilling costs for East Denver
Robert Price, Chairman and CEO, commented:
"This fundraise allows us to commence drilling at East Denver, a
major milestone which will contribute to the advancement of our
portfolio and assist in crystallising its inherent value. With the
Raisa financing agreement signed today for up to US$32.65 million
and negotiations well-advanced for further third party financing
for our East Denver Project, we also believe we are well placed to
be able to continue drilling up to 24 wells in Q3 2017 and beyond.
This would be transformational for Highlands, marking our first oil
and gas production, with capital being utilised to develop the rest
of our portfolio and giving us the potential to become a profitable
company in 2018."
Further details on the Open Offer will be provided in due course
and the Company expects to post a Prospectus to Shareholders in
connection with the Open Offer tomorrow. The Fundraising is
conditional, amongst other things, on Shareholder approval. The
Subscription is available online via PrimaryBid.
The Prospectus, which includes full details on the Group and the
terms and conditions of the Subscription, Placing and Open Offer,
has been approved by the UK Listing Authority. A copy of the
Prospectus is available from https://www.highlandsnr.com and a copy
has been submitted to the National Storage Mechanism and will
shortly be available for inspection at:
http://www.hemscott.com/nsm.do.
Capitalised terms used in this announcement shall have the
meanings set out in the Prospectus.
For further information, please visit www.highlandsnr.com or
contact:
Highlands Natural +1 (0) 303 322
Robert Price Resources plc 1066
+44 (0) 207 464
Brinsley Holman Keith Bayley Rogers 4098
St Brides Partners +44 (0) 20 7236
Lottie Brocklehurst Ltd 1177
St Brides Partners +44 (0) 20 7236
Hugo de Salis Ltd 1177
This announcement contains certain statements that are or may be
deemed to be "forward-looking statements" which are based on
current expectations and projections about current events. These
statements typically contain words such as "targets", "believes",
"intends", "may", "will", "should", "expects" and "anticipates" and
words of similar import. By their nature, forward looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. Statements contained in this 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 this announcement is subject to
change without notice and, except as required by applicable law,
the Company does not assume any responsibility or obligation to
update publicly or review any forward-looking statements contained
herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
No statement in this announcement is or is intended to be a profit
forecast or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
The distribution of this announcement and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company 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. Persons into whose possession this announcement comes are
required by the Company to inform themselves about, and to observe,
any such restrictions.
Principal terms of the Subscription, the Placing and the Open
Offer
The Company intends to issue 16,666,667 New Ordinary Shares
through the Subscription, 4,891,253 New Ordinary Shares through the
Placing and up to 6,783,734 New Ordinary Shares through the Open
Offer at 12 pence per New Ordinary Share to raise gross proceeds of
up to approximately GBP3.4 million (assuming the Open Offer is
subscribed in full). The Subscription, the Placing and the Open
Offer require Shareholder approval, which will be sought at the
General Meeting. The Issue Price of 12 pence per New Ordinary Share
represents a 21.31 per cent. discount to the closing price of 15.25
pence on 5 July 2017 (being the latest practicable date prior to
the announcement of the Fundraising). The Fundraising is not being
underwritten but PrimaryBid has committed pursuant to the terms of
the Subscription Letter, conditional upon amongst other things
Admission, to the Company that the gross proceeds of the
Subscription will not be less than GBP2 million. In addition, Raisa
has unconditionally agreed to pay Highlands US$776,000 in cash
pursuant to the terms of the JDA and conditional upon amongst other
things Admission, the Company has committed funds of GBP586,950
under the Placing. The committed funds from the Subscription, the
Placing and Raisa amount to, in aggregate, approximately US$3.52
million (net of expenses).
Subscription
PrimaryBid is facilitating the Subscription by providing a
platform through which potential investors may subscribe for
Subscription Shares. For further information on PrimaryBid or the
procedure for application under the offer element of the
Subscription, potential investors may visit www.PrimaryBid.com; or
call PrimaryBid on +44 (0)20 7491 6519, or download the PrimaryBid
app from the App Store or Google Play.
PrimaryBid is an online funding platform that enables retail
investors who successfully register with PrimaryBid to gain access
to placings and fundraisings of listed companies. The platform is
open to all investors to enable companies to readily access the
large and active private investor market.
PrimaryBid Limited is an appointed representative of Darwin
Strategic Ltd, which is authorised and regulated by the Financial
Conduct Authority. The Company has entered into the Subscription
Letter in relation to the issue of Subscription Shares at the Issue
Price. Potential investors will be able to subscribe for
Subscription Shares at the Issue Price for a limited amount of time
via the PrimaryBid platform as further detailed below, although the
Company has contracted only with PrimaryBid and will not contract
direct with any of PrimaryBid's investors. Details and timings of
how and when investors may apply for Subscription Shares
facilitated through the PrimaryBid platform will be announced via
an RIS by the Company in conjunction with publication of this
Prospectus but it is expected that the Subscription will open at
5.00 p.m. on 6 July 2017 and close at 9.00 p.m. on 6 July 2017.
Pursuant to the Subscription Letter, 16,666,667 New Ordinary
Shares will be issued fully paid to PrimaryBid at the Issue Price
for an aggregate amount of GBP2 million (before expenses). Anyone
wishing to subscribe for Subscription Shares will be required to
pay for them in advance of Admission through PrimaryBid's website.
The Company understands that the proceeds of the Subscription will
be paid into the client account of Jarvis and held until Admission,
at which point the proceeds (less the commission to be paid to
PrimaryBid pursuant to the Subscription Letter and as further
described in paragraph 15.7 of Part XIV) shall be released to the
Company. On Admission, the Company will arrange for the delivery of
the Subscription Shares to PrimaryBid in CREST against payment for
them by PrimaryBid. PrimaryBid will arrange for Subscription Shares
to be allocated to its individual investors in accordance with
their respective subscriptions on the PrimaryBid platform. To the
extent that any Subscription Shares have not been applied for by
investors through the PrimaryBid platform, such Subscription Shares
shall be for the account of PrimaryBid.
The Subscription is conditional on the Resolutions being passed,
Admission and the closing of the Placing at the same time as the
Subscription (that is, on Admission). PrimaryBid has, pursuant to
the Subscription Letter, guaranteed to the Company that the gross
proceeds of the Subscription will be GBP2 million. However, subject
to demand from potential investors, PrimaryBid may at its
discretion increase the Subscription to a maximum of 41,666,667 New
Ordinary Shares, thereby raising gross proceeds of up to GBP5
million through the Subscription.
The Subscription Shares will, when issued, represent
approximately not less than 17.3 per cent of the Enlarged Issued
Share Capital (assuming that the Open Offer is subscribed for in
full). All allotments and issuance of Subscription Shares are at
the sole discretion of the Company save that the aggregate number
of Ordinary Shares to be issued pursuant to the Subscription will
not exceed 41,666,667 New Ordinary Shares and no existing Ordinary
Shares are being offered for sale.
Allocation of Subscription Shares will be filled on a "first
come, first served" basis and the Company may close the
Subscription to further subscriptions at any time for any reasons.
In particular the Company may close the Subscription so as not to
exceed the maximum number of Subscription Shares. Any excess funds
received by the Company (or PrimaryBid as agent for the Company)
from subscribers for Subscription Shares will be returned.
The Subscription is conditional on completion of the Placing at
the same time as the Subscription, that is, on Admission. The
Subscription is not conditional on the closing of the Open
Offer.
The Company consents to the use of this Prospectus by PrimaryBid
in connection with the Subscription in the United Kingdom from the
date of this Prospectus until 9.00 p.m. on 6 July 2017.
The offer period within which any subsequent resale or final
placement of financial securities by PrimaryBid can be made, and
for which consent is given to PrimaryBid to use this Prospectus
from the date of this Prospectus and closes at 9.00 p.m. on 6 July
2017 unless closed prior to that date (any such closure to be
announced via a Regulatory Information Service Provider).
When using the Prospectus, PrimaryBid must state on its website
that it uses the Prospectus in accordance with the Company's
consent. PrimaryBid is required to provide the terms and conditions
of the Subscription to any prospective investor who has expressed
an interest in participating in the Subscription to PrimaryBid.
Information on the terms and conditions of any subsequent resale or
final placement of securities by PrimaryBid is to be provided at
the time of the offer by PrimaryBid. The Company consents to the
use of this Prospectus by PrimaryBid and accepts responsibility for
the content of this Prospectus including with respect to any
subsequent resale or final placement of securities by
PrimaryBid.
Any new information with respect to PrimaryBid unknown at the
time of approval of this Prospectus will be available on the
Company's website at http://highlandsnr.com/.
Placing
Placees have conditionally agreed to subscribe for 4,891,253 New
Ordinary Shares at the Issue Price (representing gross proceeds of
GBP0.59 million). The Placing Shares are not subject to clawback
and are not part of the Open Offer. The Placing Shares, when issued
and fully paid, will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends or other distributions made, paid or declared after the
date of their issue.
The Placing is conditional, amongst other things, on:
(a) the approval of the Resolutions, which grant the Directors
authority to allot Ordinary Shares and disapply statutory
pre-emption rights in relation to such allotment;
(b) Admission;
(c) the Subscription closing at the same time as the Placing,
that is, on Admission; and
(d) no force majeure event occurring prior to Admission.
Accordingly, if any of such conditions are not satisfied, or, if
applicable, waived, the Placing will not proceed. It should be
noted that the Placing is not conditional on completion of the Open
Offer.
The Placing is subject to the terms and conditions of the
Placing Agreement, further details of which are set out in the
Prospectus.
Open Offer
The Company also intends to raise up to approximately GBP0.81
million (gross) through an Open Offer of 6,783,734 New Ordinary
Shares at the Issue Price. The Open Offer is conditional on the
Resolutions being passed, Admission and the Subscription and the
Placing completing at the same time (that is, at Admission) as the
Open Offer. Qualifying Shareholders are being given the opportunity
to subscribe for New Ordinary Shares pro rata to their existing
shareholdings at the Issue Price on the basis of:
1 Open Offer Share for every 10 Existing Ordinary Shares
held and registered in their name at the Record Date. Qualifying
Shareholders may apply for any whole number of New Ordinary Shares.
Excess applications will be satisfied only to the extent that
corresponding applications by other Qualifying Shareholders are not
made or are made for less than their pro rata entitlements. If
there is an oversubscription resulting from excess applications,
allocations in respect of such excess applications will be scaled
down according to the Directors' discretion.
Fractions of Ordinary Shares will not be allotted and each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number. The Open Offer Shares
when issued and fully paid, will rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all dividends or other distributions made, paid or declared after
the date of their issue.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating their
entitlements under the Open Offer.
Application has been made for the Open Offer Entitlements and
Excess Open Offer Entitlements to be admitted to CREST. It is
expected that the Open Offer Entitlements and Excess Open Offer
Entitlements will be admitted to CREST at 8.00 a.m. on 10 July
2017. The Open Offer Entitlements and Excess Open Offer
Entitlements will also be enabled for settlement in CREST at 8.00
a.m. on 10 July 2017. Applications through the means of the CREST
system may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim. Qualifying Shareholders may apply for Excess Shares pursuant
to the Excess Application Facility. Qualifying non-CREST
Shareholders will receive an Application Form, which sets out their
maximum entitlement to Open Offer Shares as shown by the number of
Open Offer Entitlements allocated to them, and gives them the
opportunity to apply for Excess Shares under the Excess Application
Facility. Qualifying CREST Shareholders will receive a credit to
their appropriate stock accounts in CREST in respect of their Open
Offer Entitlements and Excess Open Offer Entitlements as soon as
possible after 8.00 a.m. on 10 July 2017.
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that, although the
Open Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in
respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim raised by
Euroclear's Claims Processing Unit. Qualifying non-CREST
Shareholders should note that the Application Form is not a
negotiable document and cannot be traded.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in the Prospectus and, where
relevant, in the Application Form.
Applications by Qualifying Shareholders will be satisfied in
full up to their Open Offer Entitlements. In addition and subject
to availability, the Excess Application Facility will enable
Qualifying Shareholders to apply for any whole number of Excess
Shares in excess of their Open Offer Entitlements to the extent
that other Qualifying Shareholders do not take up their Open Offer
Entitlement in full. Qualifying non-CREST Shareholders should
complete the relevant sections of the Application Form. Qualifying
CREST Shareholders will have Excess Open Offer Entitlements
credited to their stock account in CREST and should refer to
paragraph 4(b) of Part VIII on how to apply for the Excess Shares
pursuant to the Excess Application Facility. If there is an
oversubscription resulting from excess applications, allocations in
respect of such excess applications will be scaled down according
to the Directors' discretion.
The Fundraising as a whole is conditional upon the passing of
the Resolutions. Accordingly, if such condition is not satisfied
the Fundraising will not proceed and, in the case of the Open
Offer, any Open Offer Entitlements and Excess Open Offer
Entitlements admitted to CREST will thereafter be disabled. If the
Resolutions are passed, whether or not a specific element of the
Fundraising will proceed will then depend on the satisfaction of
any additional conditions to which that specific element of the
Fundraising is subject. The Subscription is conditional on the
simultaneous completion of the Placing, but is not conditional on
the Open Offer completing. In the event that the Subscription and
the Placing do not both complete, no application for Admission will
be made. The Placing is conditional on, amongst other things, the
simultaneous completion of the Subscription, but is not conditional
on the Open Offer completing. The Open Offer is conditional upon
both the Subscription and the Placing completing at the same
time.
Effect of the subscription, the placing and the open offer
Upon Admission, the Enlarged Issued Share Capital is expected to
be 96,179,003 Ordinary Shares. On this basis, New Ordinary Shares
issued through the Subscription, the Placing and the Open Offer
will represent 29.5 per cent. of the Enlarged Issued Share Capital.
New Ordinary Shares issued through the Subscription will represent
17.3 per cent. of the Enlarged Issued Share Capital, New Ordinary
Shares issued through the Placing will represent 5.1 per cent. of
the Enlarged Issued Share Capital and New Ordinary Shares issued
through the Open Offer will represent 7.1 per cent. of the Enlarged
Issued Share Capital. All of these figures assume that the Open
Offer is subscribed for in full.
Following the issue of the New Ordinary Shares to be allotted
pursuant to the Fundraising, Qualifying Shareholders who do not
take up any of their Open Offer Entitlement will suffer a dilution
of approximately 29.5 per cent. to their interests in the Company,
assuming full take up under the Open Offer. If a Qualifying
Shareholder takes up his Open Offer Entitlement in full he will
suffer a dilution of 22.4 per cent. to his interest in the Company,
assuming full take up under the Open Offer.
Use of proceeds
The Subscription, the Placing and the Open Offer will raise up
to approximately GBP3 million (before expenses and assuming that
the Open Offer is fully subscribed) for the Company. Of the total
proceeds of the Fundraising, the minimum committed proceeds of the
Fundraising (before expenses and for these purposes excluding the
Open Offer and assuming that the Subscription only raises the
minimum amount of GBP2 million) are GBP2,586,950. While the
Directors are confident that the Company will, via the Subscription
and Open Offer, receive a greater amount of capital than the amount
stated above, the Company has nevertheless set out a strategy that
is achievable using the minimum committed proceeds below (which
includes the unconditional payment to be received from Raisa under
the JDA):
GBPm $m
--------------- ------ ------
Subscription 2.00 2.57
--------------- ------ ------
Placing 0.58 0.75
--------------- ------ ------
Raisa payment 0.61* 0.78*
--------------- ------ ------
Expenses 0.45 0.58
--------------- ------ ------
Total 2.74 3.52
--------------- ------ ------
* See Part XIV for further details
Assuming that only the Minimum Proceeds are raised the Company
would invest solely in the East Denver Project and specifically
plans to drill its first well in this location.
The costs of drilling the first well are:
US$m
------------------------------------ -----
Drilling costs 1.66
------------------------------------ -----
Completion costs 2.96
------------------------------------ -----
Surface facilities 0.26
------------------------------------ -----
Total 4.88
------------------------------------ -----
Highlands' share (after deducting
Raisa's 28.75% contribution) 3.48
------------------------------------ -----
Rebate from Raisa for pre-drilling
expenses paid to date 0.12
------------------------------------ -----
Highlands total cost for drilling
its first well 3.36
------------------------------------ -----
Therefore, taking account of the Minimum Proceeds and the
expected costs of the first well, Highlands has headroom of
US$0.23m (including Raisa's 28.75 per cent. share of costs) for any
contingencies and cost overruns of the drilling programme. In
addition, Highlands has approximately US$1.0m of available cash
resources. Highlands has assembled a talented team of land,
geology, engineering, operations, finance and general management
personnel, which are a core asset of the Company. The ongoing costs
of the Company's general operating expenses and general overhead
costs amount to approximately US$0.2m per month. These are
currently covered by the Company's existing cash resources and the
Directors anticipate that a successful first well will provide
operating profits substantially in excess of Highlands' monthly
costs. A key attraction of the East Denver Project is that it is
highly prospective acreage with a rapid production profile and
repayment term. Based on the comparable data referred to in Section
4.0 of the East Denver CPR, the Directors expect to earn
significant revenues within two months of drilling.
Accordingly, having taking a prudent view of future costs and
oil & gas prices, the Directors do not expect to apply any
funds from the Subscription, the Placing and the Open Offer to
cover the Company's ongoing expenses and general overhead costs.
The Directors believe that the Minimum Proceeds strategy, namely
drilling its first well, will be concluded ahead of the contractual
deadline of 1 September 2017.
Comments on Potential Additional Proceeds
The Directors continue to believe that the Company will receive
more capital than the minimum proceeds of the Fundraising. Any
proceeds from the Open Offer would be accretive to the Company's
cash position as would any proceeds from the Subscription that are
in excess of the minimum amount of GBP2 million. Neither of these
have been factored into the Minimum Proceeds strategy.
The Minimum Proceeds strategy also makes a conservative
assumption that the Company fails to attain any further third party
financing for its East Denver Project by 1 September 2017.
Highlands is in advanced negotiations with other potential third
party finance partners. With the successful conclusion of the JDA
with Raisa and the announcement of this Fundraising, the Board
believes that the Company is likely to receive further offers of
third party financing and to conclude these before the 1 September
2017 drilling deadline. Consequently it is likely in the Board's
opinion that the cost to Highlands of the first well (and
subsequent wells) at the East Denver Project will be less than the
estimate above. Accordingly, having drilled the first well, the
Board has a reasonable expectation that, taking into account (i)
proceeds from the Fundraising in excess of the Minimum Proceeds,
(ii) further third party financing received by Highlands, and (iii)
in time, revenue earned from successful oil & gas production at
it first and subsequent wells, Highlands will be in a position to
develop its East Denver Project beyond a single well. The Directors
expect the costs of future wells to remain constant at around US$5m
per well.
With that in mind, and subject to sufficient funds being
available following the successful drilling of the first well, the
Company also proposes to take steps to finalize:
a) the two permits still pending at the East Denver Project;
b) the pending unitization applications at the Colorado Oil and
Gas Conservation Commission; and
c) the pending increased density applications pending at the
Colorado Oil and Gas Conservation Commission.
In addition to advancing a number of further potential drilling
locations towards a "rig ready" status, these activities better
position the East Denver project for continued third party funding
by achieving all necessary regulatory approvals. The total costs of
these approvals is estimated to be US$120,000.
In addition to its activities in the East Denver Project,
subject to sufficient funds, Highlands will continue to develop its
other two main projects as follows:
DT Ultravert
The Company will market the technology throughout the oil &
gas industry. Maximum expected costs for advertising, PR, travel
and related overhead for the DT Ultravert team would not exceed
US$250,000 over 12 months.
Helios Two
To dispose of produced waters at Helios Two, the Company would
re-inject produced water down the existing Helios Two wellbore
instead of drilling a dedicated injection well. This process would
entail approximately two months of continuous pumping and operating
expenses, and no new capital expenses. Total costs would be
approximately US$86,000.
For clarity, whilst the Board has determined to concentrate on
its East Denver Project in the near term, Highlands remains
committed to developing its other projects and the Board will
review on a regular basis the funds (if any) that it is in a
position to commit to DT Ultravert and Helios Two.
Additional information
The attention of Shareholders is drawn to the risk factors set
out in Part II of the Prospectus which provide additional
information on the Fundraising.
General Meeting
The General Meeting will be convened by the Company for 11.00
a.m. on 26 July 2017. The Prospectus, containing a notice of the
General Meeting and further details on the Fundraising, will be
despatched to Shareholders tomorrow outlining terms of the
Fundraising and seeking the necessary Shareholder approvals.
Robert Price and Melvyn Davies have each signed an irrevocable
undertaking to vote in favour of the Resolutions in respect of
their entire shareholding in the Company (representing, in
aggregate, 17.98 per cent. of the Company's existing issued share
capital).
Disclaimer
The New Ordinary Shares have not been nor will be registered
under the United States Securities Act of 1933, as amended
("Securities Act"), and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. Any
offering to be made in the United States will be made to a limited
number of "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Securities Act pursuant to an
exemption from registration under the Securities Act in a
transaction not involving any public offering. The Placing Shares
and the Open Offer Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act ("Regulation S"). No public offering of the Placing Shares or
the Open Offer Shares is being made in the United States, United
Kingdom or elsewhere.
This Announcement has been issued by, and is the sole
responsibility, of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date For Entitlements Close of business
Under The Open Offer on 5 July 2017
Publication Of Prospectus 6 July 2017
Last Time And Date For Receipt 11.00 a.m. 27 July
Of Forms Of Proxy 2017
Open Offer Entitlements And 10 July 2017
Excess Open Offer
Entitlements Credited To Crest
Accounts Of
Qualifying Crest Shareholders
Last Time And Date For Splitting
Of Application Forms
(To Satisfy Bona Fide Market 3.00 p.m. 25 July
Claims Only) 2017
General Meeting 11.00 a.m. 31 July
2017
Latest Time And Date For Receipt
Of Completed
Application Forms From Qualifying
Shareholders And
Payment In Full Under The
Open Offer Or Settlement
Of Relevant Crest Instructions 11.00 a.m. 27 July
(As Appropriate) 2017
Admission And Commencement 8.00 a.m. 1 August
Of Dealings In New Ordinary 2017
Shares
Crest Members' Accounts Credited 1 August 2017
In Respect Of New
Ordinary Shares In Uncertificated
Form
Despatch Of Definitive Share
Certificates For New
Ordinary Shares In Certificated
Form By Not Later Than 15 August 2017
Notes:
1. Each of the times and dates in the above timetable, and shown
elsewhere in this announcement, are indicative only and if any of
the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means
of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
FUNDRAISING STATISTICS
Number Of Ordinary Shares
In Issue 67,837,349
Issue Price 12p
Number Of Subscription Shares 16,666,667
Number Of Placing Shares 4,891,253
Maximum Number Of Open Offer
Shares 6,783,734
Market Capitalisation at the GBP11.5m
Issue Price
Number of Warrants and Options
Outstanding at
Admission 33,086,667
Enlarged Issued Share Capital
at Admission 96,179,003
Fully Diluted Share Capital
(Assuming All
Outstanding Warrants And Options
Are Converted To
Ordinary Shares) 129,265,670
Maximum Percentage of the
Enlarged Issued Share
Capital that the New Ordinary
Shares will Represent* 29.5%
Estimated Gross Proceeds of GBP3.4m
the Subscription, the
Placing And The Open Offer*
Estimated Net Proceeds of GBP3.0m
the Subscription, the
Placing And The Open Offer*
SEDOL BWC4X26
Ordinary Share ISIN GB00BWC4X262
Open Offer Basic Entitlements GB00BD71C660
ISIN
Open Offer Excess Entitlements GB00BD71C777
ISIN
* assuming full take-up under
the Open Offer
Notes to Editors
Highlands (LSE: HNR.L) is a London-listed natural resources
company with a portfolio of high-potential oil, gas and helium
assets and technologies. The company's core projects include:
-- East Denver Niobrara: a farm-in opportunity for horizontal
oil and gas wells targeting the Niobrara shale formation in a
well-studied area of the Denver Julesburg Basin.
-- DT Ultravert: a re-fracking and parent well protection
technology with one patent granted and 20 patents pending in the
United States and internationally. Highlands is advancing
commercial conversations with a range of oil and gas operators to
create revenue-sharing opportunities for DT Ultravert
applications.
-- Helios Two: a 105,000+ acre helium and natural gas prospect
in SE Montana with drilling and assessment operations ongoing.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASXKEDKXEFF
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July 06, 2017 11:38 ET (15:38 GMT)
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