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Predator announces exercise of share options by Directors and Directors' loan to further develop asset portfolio


24 Nov 2022

Highlights

  • Commencement of MOU-2 drilling currently projected for mid-December 2022
  • All remaining well inventory and drilling materials on way to Morocco
  • Exercise of options and Directors' loan will provide aggregate additional net funds of £1,256,880 for the expansion of the MOU-1 testing programme and the placing of orders for MOU-3 long-lead drilling items
  • Strategic objective to demonstrate a potential gas field production profile of between 150 to 250 mm cfgpd
  • In response to industry interest in respect of the Guercif gas opportunity based on latest operation update
  • Industry interest in the Corrib South successor authorisation generated by Mag Mell Project public consultation submissions
  • Significant progress in Trinidad to resolve historical issues to allow CO2 EOR to be re-launched
Photo - see caption

Predator Oil & Gas, the Jersey based Oil and Gas Company with near-term gas operations focussed on Morocco, has received exercise notices from Paul Griffiths, an executive director, in respect of 7,855,486 share options and Lonny Baumgardner, an executive director, in respect of 7,855,486 share options issued to them pursuant to the Company's unapproved share option scheme:

  • dated 18 May 2018 (to subscribe for 4,005,486 new shares of no par value each in the Company ('New Ordinary Shares')) at 2.8p per share;
  • dated 27 October 2020 (to subscribe for 3,850,000 New Ordinary Shares) at 5p per share; and
  • dated 31 January 2022 (to subscribe for 7,855,486 New Ordinary Shares) at 5.66p per share.

The Company has therefore allotted and issued the total of 15,710,972 New Ordinary Shares following receipt of the aggregate £749,276 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 New Ordinary Shares to be admitted to listing on the Official List (standard listing segment) of the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.  It is expected that Admission will become effective at 8.00 a.m. on or around 30 November 2022.

The Company advises that, following this Admission, the Company's issued share capital will be 383,759,189 shares of no par value, each with one vote per share (and no such shares are held in treasury). The total number of voting rights is therefore 383,759,189.

The above figure of 383,759,189 may be used by shareholders as the denominator for the calculations to determine if they have a notifiable interest in the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules, or if such interest has changed.

Directors Loan to the Company and Use of Funds

Use of proceeds

The Company wishes to further develop its asset portfolio ahead of a currently projected date of mid-December 2022 for the commencement of the drilling of the MOU-2 well. This is in order to take advantage of recent industry interest in respect of the Company's portfolio of assets in of Morocco, Ireland and Trinidad following the most recent operations update announced by the Company on 8 November 2022.

Morocco

In view of the supply chain issues caused by the Ukraine-Russia war resulting in extended out lead times for key well equipment and materials, the Company wishes to make advance payments for long lead well inventory for MOU-3. To ensure rapid implementation and scaling up of a  gas development, pending the results of MOU-2, and to avail of currently projected attractive forward gas prices in Europe, an additional gas delivery well needs to be accelerated to demonstrate the ability to fast-track development drilling. Industry interest in any future participation in the Guercif gas project has referenced an export option to Europe should Guercif gas resources be proved up more quickly by additional drilling. The Company believes that a target gas production profile of 150 to 250 mm cfgpd will be required in order to create the potential for winter-focussed gas sales of surplus Moroccan gas into the European market. The MOU-1 and MOU-2 structure is in close proximity to the Mahgreb gas pipeline (less than 5 kilometres away) creating the infrastructure link to a potential European gas market. As a licence operator the Company has rights of access to the Maghreb Gas Pipeline subject to regulatory approval. A potential tie-in access point is within the Company's licence area.

To address this additional export option the MOU-1 and MOU-2 testing programmes are being expanded to include all potential gas reservoirs in the wells to maximise gas deliverabilities. This involves some additional costs in equipment and for extra operational days. The costs are justified by creating an opportunity to demonstrate the ability to quickly scale up gas production to embrace both a domestic market and a larger export gas markets. This is an incremental near-term strategic objective that is not in competition  with the current commitment  to develop initial gas production for the Moroccan industrial market using a trucked Compressed Natural Gas option.

The total additional costs to fulfil the Company's near-term strategic objective are forecast to be approx. of £900,000.

Ireland

In the context of Ireland's requirement for security of energy supply given the current global energy crisis and the publicity surrounding the Company's Mag Mell Project, there has been renewed industry interest in the Company's application for a successor authorisation for Corrib South. The Company is allocating £100,000 for outsourcing the preparation of a Data Room for legal, technical and commercial due diligence purposes for interested parties.

Trinidad

The Company anticipates that Predator Oil & Gas Trinidad Ltd. will shortly reach a mutually acceptable resolution of its outstanding issues related to CO2 EOR operations in Trinidad.  As a result the Company is intending to further develop its ability to deliver CO2 EOR services in Trinidad by investing £125,000 in expanding and updating its CO2 EOR delivery system and carrying out further technical due diligence on specific assets it has identified that are best suited to implementing CO2 EOR operations under attractive commercial terms.  The recent rise in oil price makes CO2 EOR in Trinidad commercially attractive. Sequestration of CO2 is an important ESG objective following the success of the Inniss-Trinity pilot CO2 EOR project.

Total funding requirement to expand the asset portfolio is therefore £1,125,000.

Directors' loan

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 place their 15,710,972 New Ordinary Shares, resulting from the exercised share options, at a price of £0.08 to raise £1,256,877.70 before expenses of £92,981.

A back-to-back loan arrangement between the Directors and the Company will enable the Company to utilise all of the net proceeds after expenses (£749,276 from the exercise of the options and a Directors' loan ("Loan") of £507,604) from the placing of the Directors' exercised share options to fund the further maturing of all of its asset portfolio within a relatively short timescale of up to 3 months.

The executive Directors will be compensated for  prematurely exercising and then selling their Company share option incentives for the exclusive benefit of the Company and for providing the Loan.

The commercial terms agreed independently by the non-Executive directors are:

The Loan to incur interest at 4% above SONIA (Sterling Overnight Index Average) until repayment has occurred.

7,855,486 share options exercisable at £0.08 pence per share to be issued to Paul Griffiths (Executive Chairman) and to vest after 6 months or upon the release of a Company RNS with the MOU-2 test results - whichever occurs first.  

7,855,486 share options exercisable at £0.08 pence per share to be issued to Lonny Baumgardner (Managing Director) and to vest after 6 months or upon the release of a Company RNS with the MOU-2 test results - whichever occurs first.  

Paul Griffiths, Executive Chairman of Predator Oil & Gas Holdings Plc commented:

'These exciting times for the Company's shareholders as the commencement of the drilling of MOU-2 fast approaches and logistical supply chain challenges are overcome.

However, we recognise the near-term opportunity, whilst European forward gas prices remain high for the foreseeable future, to prepare for potential dilution of project equity on favourable commercial terms to capture value for shareholders at the earliest opportunity.

Furthermore we are making substantive progress with respect to Trinidad and kick-starting CO2 operations again in 2023 armed with our technical, commercial, regulatory and legal learning experience gathered over 4 years.

Funding to progress additional activities arising out of recent positive industry interest in all elements of our portfolio is being provided by the executive directors. This will allow the Company to move quickly to do the work necessary to accelerate the potential to reduce project equity on favourable commercial terms without the requirement for a Prospectus.

Funding provided by the executive directors is on the basis that they believe that the potential rewards now spanning the Company's entire portfolio far out-weigh any residual commercial and technical risks.'

Original article link

Source: Predator Oil & Gas





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