TIDMPRD
RNS Number : 1759Z
Predator Oil & Gas Holdings PLC
12 May 2023
FOR IMMEDIATE RELEASE
12 May 2023
Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD /
Sector: Oil & Gas
LEI 213800L7QXFURBFLDS54
Predator Oil & Gas Holdings Plc
("Predator" or the "Company" and together with its subsidiaries
the "Group")
Exercise of Share Options by Directors, Placing to raise
GBP1,449,764 before expenses to advance Financial Investment
Decision for a CNG development and subsequent reimbursement to
Directors
Highlights
-- Drilling and testing operations to recommence beginning of June
-- Targeting potential FID for CNG "Proof of Concept" by September
-- Sandjet perforating technology introduces exciting new
additional opportunities for unconventional gas
-- Executive directors backing the operating strategy by
foregoing GBP 507,599 of Directors' Loans in favour of compensation
based on well testing results.
Exercise of Share Options
Predator Oil & Gas Holdings Plc (LSE: PRD), the Jersey based
Oil and Gas Company with near-term gas operations focussed on
Morocco, announces that it has received exercise notices from Paul
Griffiths , an executive director, in respect of 11,183,605 share
options and Lonny Baumgardner, an executive director, in respect of
7,928,444 share options issued to them pursuant to the Company's
unapproved share option scheme:
-- dated 9 November 2022 (to subscribe for 15,000,000 new
ordinary shares of no par value each in the Company ("New Ordinary
Shares")) at 10p per share. 3,401,077 of these options are being so
exercised; and
-- dated 23 November 2022 (to subscribe for 15,710,972 New
Ordinary Shares) at 8p per share. All of these options are being so
exercised, with the vesting condition amended with the approval of
the independent non-executive directors to facilitate the exercise
of the options before the original vesting date of 22 May 2023.
The Company has therefore allotted and issued the total of
19,112,049 New Ordinary Shares (the "Option Exercise Shares")
following receipt of the aggregate GBP1,596,986 subscription price
from Paul Griffiths and Lonny Baumgardner. These shares rank pari
passu with the existing ordinary shares of the Company. Application
will be made to the Financial Conduct Authority ("FCA") for the
Option Exercise Shares to be admitted to listing on the Official
List (standard listing segment) of the FCA and to the London Stock
Exchange for the Option Exercise Shares to be admitted to trading
on the London Stock Exchange's main market for listed securities
(together "Option Exercise Admission"). It is expected that the
Option Exercise Admission will become effective at 8.00 a.m. on or
around 22 May 2023.
It is intended that the Option Exercise Shares issued pursuant
to the Option Exercise Admission will be transferred to various
investors for the price of GBP0.057.
First Tranche Placing
In conjunction with the exercise of the options in respect of
the Option Exercise Shares and Option Exercise Admission noted
above Predator announces that it has also conditionally placed
2,500,000 of New Ordinary Shares ("First Tranche Shares") at a
placing price of GBP0.057 to raise GBP142,500 before expenses (the
"First Tranche Placing").
The First Tranche Placing utilises the Company's existing
headroom shares pursuant to the Financial Conduct Authority ("FCA")
restrictions for companies on the Official List (standard listing
segment) of the London Stock Exchange's main market for listed
securities.
The shares to be admitted pursuant the First Tranche Placing
rank pari passu with the existing ordinary shares of the Company.
Application will be made to the FCA for the First Tranche Shares to
be admitted to listing on the Official List (standard listing
segment) of the FCA and to the London Stock Exchange for the First
Tranche Shares to be admitted to trading on the London Stock
Exchange's main market for listed securities
It is expected that admission of the First Tranche Shares will
become effective at 8.00 a.m. on or around 22 May 2023.
Second Tranche Placing
Subject to the admission to trading of the Option Exercise
Shares and the First Tranche Shares on the Official List (standard
listing segment) of the London Stock Exchange's main market for
listed securities Predator intends to place 3,822,410 additional
New Ordinary Shares ("Second Tranche Shares") at a placing price of
GBP0.057 to raise GBP217,877 before expenses (the "Second Tranche
Placing"). The Second Tranche Shares must be issued separately to
the First Tranche Shares as they utilise an increase in the
headroom of the Company pursuant to the FCA restrictions for
companies on the Official List (standard listing segment) of the
London Stock Exchange's main market for listed securities.
The shares to be admitted pursuant the Second Tranche Placing
rank pari passu with the existing ordinary shares of the Company.
Application will be made to the FCA for the Second Tranche Shares
to be admitted to listing on the Official List (standard listing
segment) of the FCA and to the London Stock Exchange for the Second
Tranche Shares to be admitted to trading on the London Stock
Exchange's main market for listed securities
It is expected that admission of the Second Tranche Shares will
become effective at 8.00 a.m. on or around 26 May 2023.
Directors' Repayment and Use of Funds
Use of proceeds
The net proceeds of the Placing are targeted at Morocco to
cost-effectively maintain the momentum of the current drilling and
testing programme to accelerate a potential Financial Investment
Decision ("FID").
Morocco
MOU-1 testing
The Company is seeking to coordinate for the beginning of next
month the rigless MOU-1 well testing with the commencement of
drilling at the MOU-3 well site, for which the civil works have now
been completed,
The rigless testing at MOU-1 will now be carried out using a
patented power jet perforating tool provided by TD Tools Inc. (
https://www.tdtoolsinc.com/ ) out of the United States through
their European agent Energy Consulting Services , an innovative
upstream provider specialized in engineering consultancy. This
perforating technique is very common in the United States but has
not been used in Morocco before.
Sandjet perforating technology uses a pressurised sand slurry
which avoids the requirement for explosives. It increases
communication between the reservoir and the wellbore and allows for
multiple perforations in thinly bedded reservoirs that would
otherwise too costly to consider perforating by conventional
methods.
With the Sandjet perforating option an additional zone in MOU-1
can now be added to the MOU-1 rigless testing programme. This will
test an interval of 45 metres with good background gas readings and
low gas saturations based on NuTech log analysis within a gross
interval of at least 300 metres. Any flow of gas from this interval
would be significant as it would establish the potential for a new
unconventional gas play covering an area of at least 30 km(2)
tested by MOU-1.
MOU-3 drilling and testing programme
MOU-3 is forecast to penetrate three potential gas reservoirs
which if confirmed would require a contingency for a greatly
expanded Sandjet perforating programme. Reservoir development is
expected to be significantly greater than at MOU-1 based on
indirect geological information for the debris slide from the
suspended well MOU-2.
CNG "Proof of Concept" development option
MOU-1 and MOU-3 testing and drilling results in combination with
the Company's CNG development plan and internal project economics
may provide the necessary information to complete the desktop work
to enable a Financial Investment Decision ("FID") to be taken based
on two gas delivery wells and for a Gas Sales Agreement to be
entered into.
A FID gives the Company flexibility and a variety of options to
progress and execute a "Proof of Concept" CNG development with
potential gas deliveries at the earliest opportunity in 2024.
MOU-4 drilling programme
The Company intends to be "drill-ready" to commence MOU-4 well
operations at the earliest opportunity following a review of the
MOU-1 and MOU-3 drilling and testing results in order to be in a
position to scale up potential CNG gas deliveries as the market
expands through the de-risking "Proof of Concept".
Whilst there is an opportunity and before additional supply
chain issues develop, the Company seeks to secure the remaining
long-lead well inventory items for MOU-4. In addition it will
commence the permitting for MOU-4 and begin the civil works at the
MOU-4 well location.
The MOU-4 well is also being programmed to test the Jurassic,
which will require some specific well inventory items that are not
included in the Company's current well planning process.
The Jurassic target covers an area of 126 km(2)and is
interpreted by the Company to evaluate an interval drilled by
Phillips in 1979 in the TAF-1X well, approximately 25 kilometres to
the southeast of the proposed MOU-4 well location, within which
there were minor gas shows. MOU-4 will test the potential for
improved reservoir development and hydrocarbon charge in what may
be a more favourable geological setting.
Directors' Compensation Arrangements
As the Company is currently unable to issue sufficient shares to
fund this program itself without publishing an FCA approved
prospectus, the executive directors Paul Griffiths and Lonny
Baumgardner have therefore agreed, with the approval of the
independent non-executive Board members and Novum Securities
Limited, to transfer their 19,112,049 Option Exercise Shares,
resulting from the exercise of the share options noted above, to
Novum Securities Limited at a price of GBP0.057 to raise
GBP1,089,387 before expenses.
The exercise price of the share options to be exercised by Paul
Griffiths and Lonny Baumgardner, being GBP0.08 and GBP0.10, is of a
lesser amount than the placing price. To deal with the shortfall
the independent non-executive Board members have approved that the
existing Directors' Loans dated 1 December 2022 in respect of the
loan from Paul Griffiths and 2 December 2022 in respect of the loan
from Lonny Baumgardner (the "Loans") of, in aggregate, GBP507,599
are capitalised and offset against the shortfall in the exercise
prices of the share options against the funds received from the
transfer of their respective Option Exercise Shares to
investors.
The Company will therefore utilise all of the net proceeds after
expenses from the exercise of the Options and the funds raised from
the First Tranche Placing and Second Tranche Placing, to fund the
further development of the drilling and testing programme in
Morocco to advance the stage at which an FID can be taken for a
"Proof of Concept" CNG development.
The independent non-executive Board members have agreed that the
executive Directors will be compensated for prematurely exercising
their share option incentives and subsequently selling those Option
Exercise Shares to investors and for capitalising the Loans to
their disadvantage by the grant of:
-- 7,855,486 new share options exercisable at GBP0.08 pence per
share and 3,328,119 share options exercisable at GBP0.10 pence per
share to be issued to Paul Griffiths (Executive Chairman) with no
vesting conditions; and
-- 7,855,486 new share options exercisable at GBP0.08 pence per
share and 72,958 share options exercisable at GBP0.10 pence per
share to be issued to Lonny Baumgardner (Managing Director) with no
vesting conditions,
both pursuant to the Company's current share incentive
scheme.
In addition to the grant of replacement options noted above, to
compensate for the capitalisation of the Loan, Paul Griffiths will
receive a cash payment from the Company of GBP323,785 upon
either:
-- a flow rate of 1 million cfg/day being achieved from any well
within the area of the Guercif Petroleum Agreement; or
-- a flow rate of 100 bopd being achieved from any well in
Trinidad for which the Company is a participant.
In addition to the grant of replacement options noted above, to
compensate for the capitalisation of the Loan, Lonny Baumgardner
will receive a cash payment from the Company of GBP183,813 upon
either:
-- a flow rate of 1 million cfg/day being achieved from any well
within the area of the Guercif Petroleum Agreement; or
-- a flow rate of 100 bopd being achieved from any well in
Trinidad for which the Company is a participant.
Related Party Transaction
Paul Griffiths and Lonny Baumgardner are executive directors of
the Company. The agreement between the Company and Paul Griffiths
and Lonny Baumgardner to be compensated following their early
exercise of their share options, referred to above, are considered
to be related party transactions.
Alistair Jury and Carl Kindinger, being the independent
directors for the purposes of the related party transaction,
consider that the terms and conditions of the reimbursement are
fair and reasonable insofar as the shareholders of the Company are
concerned.
Completion of the Placing
Completion of the Placing is conditional upon, inter alia:-
The Option Exercise Shares and First Tranche Shares being
admitted to listing on the Official List (standard listing segment)
and to trading on the London Stock Exchange's main market for
listed securities ("First Admission") on or before 22 May 2023 (or
such later date as may be agreed by the Company and Novum
Securities) and the Second Tranche Shares being admitted to listing
on the Official List (standard listing segment) and to trading on
the London Stock Exchange main market for listed securities
("Second Admission") on or before 26 May 2023 (or such later date
as may be agreed by the Company and Novum Securities).
Total Voting Rights
Following the Option Exercise Admission, First Tranche Admission
and Second Tranche Admission, the Company has 425,403,414 ordinary
shares of no par value in issue, each with one vote per share (and
none of which are held in treasury). The total number of voting
rights in the Company is therefore 425,403,414. This figure of
425,403,414 may be used by shareholders in the Company as the
denominator to determine if they have a notifiable interest in the
share capital of the Company under the Disclosure Guidance and
Transparency Rules, or if such interest has changed.
Paul Griffiths, Executive Chairman of Predator Oil & Gas
Holdings Plc commented :
"Whilst we have Star Valley's Rig 101 on location and a
smoothly-run, cost-effective operations base established in the
city of Guercif there are significant savings to be made in
drilling costs through economies of scale. Furthermore the Company
can seek to accelerate its timeline for establishing a commercial
CNG project with a capability of being upscaled through organic
cash flow by being "drill-ready" at all times.
Predator currently is the only company in northern Morocco with
an active imminent drilling and testing programme. We need to
maximise this competitive advantage.
Identification of proven, North American Sandjet perforating
technology for introduction into Morocco for the first time is an
exciting new development. Combining our expeditious use of North
American, AI-driven NuTech high resolution petrophysics to identify
additional potential gas pays with Sandjet allows us to evaluate
much larger intervals for potential gas flow relative to the very
much more expensive use of conventional ways of perforating with
explosives. This strategy is ideal for the near-term CNG-supplied
industrial market.
The Company has the expertise in designing, engineering,
developing, logistically managing and operating the movement of
pressurised gas by truck following the successful execution of its
pilot CO2 EOR project in Trinidad. Our management also has specific
expertise in previously helping to develop the industrial gas
market in Morocco.
We have also made preparations to drill the exciting but higher
risk potential of the Jurassic in a potentially very large
structure. Our immediate focus however is to complete the drilling
and testing operations necessary for a CNG FID.
We have taken the opportunity today in a financial market that
is becoming increasingly more restricted for oil and gas companies,
who will nevertheless form an essential and inescapable element of
the Energy Transition, to top up our available funds to ensure that
we can keep momentum going through what is a period of very intense
operational activity ."
For further information visit www.predatoroilandgas.com
Follow the Company on twitter @PredatorOilGas.
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market abuse
For more information please visit the Company's website at
www.predatoroilandgas.com :
Enquiries:
Predator Oil & Gas Holdings Plc Tel: +44 (0) 1534 834 600
Paul Griffiths Executive Chairman Info@predatoroilandgas.com
Lonny Baumgardner Managing Director
Novum Securities Limited Tel: +44 (0) 207 399 9425
David Coffman / Jon Belliss
Optiva Securities Limited Tel: +44 (0) 203 137 1902
Christian Dennis
Flagstaff Strategic and Investor Communications Tel: +44 (0) 207 129 1474
Tim Thompson predator@flagstaffcomms.com
Mark Edwards
Fergus Mellon
Notes to Editors:
Predator is operator of the Guercif Petroleum Agreement onshore
Morocco which is prospective for Tertiary gas in prospects less
than 10 kilometres from the Maghreb gas pipeline. The MOU-1 well
has been completed and a follow-up testing programme is being
finalised to coordinate with a further drilling programme beginning
in 2022.
Predator is seeking to further develop the remaining oil
reserves of Trinidad's mature onshore oil fields through the
application of CO2 EOR techniques and by sequestrating
anthropogenic carbon dioxide to produce "greener" oil.
In addition, Predator also owns and operates exploration and
appraisal assets in licensing options offshore Ireland, for which
successor authorisations have been applied for, adjoining
Vermilion's Corrib gas field in the Slyne Basin on the Atlantic
Margin and east of the decommissioned Kinsale gas field in the
Celtic Sea.
Predator has developed a Floating Storage and Regasification
Project ("FSRUP") for the import of LNG and its regassification for
Ireland and is also developing gas storage concepts to address
security of gas supply and volatility in gas prices during times of
peak gas demand.
The Company has a highly experienced management team with a
proven track record in operations in the oil and gas industry.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEABMPTMTABBMJ
(END) Dow Jones Newswires
May 12, 2023 02:00 ET (06:00 GMT)
Predator Oil & Gas (LSE:PRD)
Historical Stock Chart
From Dec 2024 to Jan 2025
Predator Oil & Gas (LSE:PRD)
Historical Stock Chart
From Jan 2024 to Jan 2025
