Nostra Terra Oil & Gas Company PLC Acquisition of interest in Magnolia Petroleum plc (4031G)
26 May 2017 - 10:15PM
UK Regulatory
TIDMNTOG TIDMMAGP
RNS Number : 4031G
Nostra Terra Oil & Gas Company PLC
26 May 2017
26 May 2017
Nostra Terra Oil and Gas Company plc
("Nostra Terra" or the "Company")
Acquisition of interest in Magnolia Petroleum plc
Nostra Terra (AIM:NTOG), the oil and gas exploration and
production company with a portfolio of assets in the USA and Egypt,
announces that it has agreed today to acquire 204,226,748 ordinary
shares of GBP0.001 each in Magnolia Petroleum plc ("Magnolia") (the
"Magnolia Shares"), which represents a 10.9% interest in the
ordinary share capital of Magnolia.
Magnolia is an AIM-quoted exploration & production company
with assets in the mid-continent of the USA. Nostra Terra is making
the investment as an alternative and additional way to increase its
exposure to the oil and gas market in the USA.
Nostra Terra will acquire the Magnolia Shares for GBP125,000
consideration, equivalent to approximately 0.06 pence per Magnolia
Share. As at close of business on 25 May 2017, the mid-market price
of a Magnolia Share was 0.115 pence and accordingly, Nostra Terra
is acquiring the interest in Magnolia at an approximate 47%
discount to the prevailing price of a Magnolia Share.
The consideration for the Magnolia Shares will be payable as to
GBP65,000 in cash and through the issue of 2,400,000 new ordinary
shares of GBP0.001 each in Nostra Terra ("Ordinary Shares") (the
"Consideration Shares"), at an implied issue price of 2.5 pence per
share, which equates to a premium of 23% to the mid-market price of
an Ordinary Share as at close of business on 25 May 2017.
The Magnolia Shares have been purchased from Steven Snead, the
former CEO of Magnolia, and his family.
Nostra Terra also has the option to pay the full consideration
in cash should it decide. The receipt of the Magnolia Shares and
the issue of the Consideration Shares, should the Company not elect
to settle the consideration fully in cash, is anticipated to take
place on or before 30 June 2017. A further announcement will be
made at that time. Until such point, it has been agreed that Nostra
Terra has direction over the voting rights of the Magnolia
Shares.
For the year ended 31 December 2015, Magnolia reported revenues
of US$1,991,021 and a loss before tax of US$9,793,276. As at 30
June 2016, Magnolia reported net assets of US$6,534,072.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, visit www.ntog.co.uk or contact:
Nostra Terra Oil and Gas
Company plc
Matt Lofgran, CEO +1 480 993 8933
Strand Hanson Limited
(Nominated & Financial Adviser +44 (0) 20 7409
and Joint Broker) 3494
Rory Murphy / Ritchie Balmer
Smaller Company Capital +44 (0) 20 3651
Limited (Joint Broker) 2910
Rupert Williams / Jeremy Woodgate
This information is provided by RNS
The company news service from the London Stock Exchange
END
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