22nd Jun 2015 07:00
22 June 2015
Sirius Petroleum Plc.
("Sirius" or the "Company")
Technical Service Agreement with Havoc
Grant of Warrants
Issue of Equity
Sirius (AIM:SRSP), the investing Company focussed on oil and gas development and production opportunities in Nigeria, is pleased to announce that pursuant to the announcement made on 16 October 2014 it has now entered into the definitive agreement with Havoc Partners LLP ("Havoc") for the provision of Technical Services (the "Agreement"). Under the terms of the Agreement, Havoc will be technical advisor to Sirius and will provide a technical and commercial assessment of the oil and gas assets in which Sirius is interested in acquiring or farming into, including all geological and geophysical services required.
Sirius will utilise Havoc's technical expertise in its strategy to build its portfolio of interests in Nigeria. Havoc will also continue to advise the Company on the technical development and provision of funding for Sirius Ororo (OML 95) Limited, a wholly owned subsidiary of Sirius. Havoc are being remunerated for their services through a mixture of Sirius warrants (as described below), a monthly retainer and fees for ad hoc services as may be agreed from time to time.
Havoc has appointed Jon Taylor and Alan Stein as representatives to join Sirius' Technical Advisory Committee ("TAC"). The TAC will bring together experts from the Oil & Gas industry to advise the Company on the technical aspects of its operations. Havoc is equipped with the latest geological and geophysical software to enable the team to undertake technical and commercial evaluations and to develop and evaluate projects in-house.
Havoc Warrants
Sirius has agreed to issue warrants over 100,000,000 new ordinary shares at a strike price of 2 pence per share ("Warrants") to Havoc pursuant to the Agreement, subject to shareholder approval being granted at the Company's next Annual General Meeting ("AGM") to renew the Company's authorities to issue shares. The warrants will be exercisable from the date of grant, expected to be the day of the AGM, until the third anniversary of the date of grant. A further announcement will be made in due course regarding the AGM, which is expected to be held in August 2015.
Nomad Warrants
Sirius has agreed to issue warrants over 3,000,000 new ordinary shares at a strike price of 2 pence per share ("Nomad Warrants") to Cairn Financial Advisers LLP in lieu of fees. The warrants vest immediately and are exercisable at any time until the third anniversary of the date of grant being 11 June 2018.
Issue of Equity
The Company has recently reached an agreement with Greenlands Estate Holdings Ltd ("Greenlands") in respect of fees payable for historical services provided by Greenlands advising the Company on the termination of certain key contracts (the "Agreement"). Pursuant to the Agreement, Sirius has agreed to pay Greenlands a fee of £800,000 in respect of such services. The fee will be settled by the issue of 100 million new ordinary shares in Sirius at a price of 0.8 pence per share. As a condition of the settlement of this fee, Greenlands has agreed to introduce or facilitate the introduction of £250,000 of new loans to Sirius of which £100,000 ("the Working Capital Loan") has been agreed (as described below).
Of the 100 million new ordinary shares to be issued to Greenland, 40 million are to be issued immediately (the "Greenland Shares"). The issue of the remaining 60 million new ordinary shares is conditional on (a) approval by Sirius shareholders at the forthcoming AGM in respect of an appropriate authority to issue new ordinary shares and (b) a further £150,000 loan being received by the Company via Greenland's introduction, on terms to be agreed.
Working Capital Loan
The terms of the Working Capital Loan are the same as the terms of the convertible loan entered into with Calvet as previously announced by Sirius on 8 May 2015 (the "Calvet Facility"). Rather than cash repayment, the loan is being repaid by conversion into £100,000 of new ordinary shares in the Company to be issued at a price of 1 pence per share. A drawdown fee of £100,000 is to be settled by the issue of 10 million new ordinary shares, being an issue price of 1 pence per share.
As part of this arrangement, in order to reduce the amount of the Calvet Facility which Calvet could deliver to the Company and convert, Sirius has requested, and Calvet has agreed, to reduce this amount by £100,000 such that the undrawn Calvet Facility will now be £1,200,000.
Application for Admission
Application has been made for the Greenlands Shares and the Loan Shares, being a total of 60 million New Ordinary Shares to be admitted to trading on AIM and admission is expected to occur on or around [24] June 2015.
The New Ordinary Shares will represent 4.8 per cent. of the Company's existing share capital which comprises 1,247,625,356 ordinary shares. The Initial New Ordinary Shares will rank equally in all respects with the Company's existing ordinary shares. Following this issue the total number of shares in issue will be 1,307,625,356 (the "Enlarged Share Capital"), of which Greenland will be interested in a total of 53,358,958 ordinary shares of the Company, representing 4.08% of the Company's enlarged share capital. The Enlarged Share Capital number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.
Commenting, Bobo Kuti, CEO of Sirius, said: "Sirius has benefited from the support of Havoc since October 2014 and I am delighted that we have now finalised a definitive Agreement with them. Havoc have made a valuable contribution in advising the Company on its best strategy with regards to our pipeline of assets and appraisal of the Ororo discovery in OML 95. I am pleased that the interests of Havoc will be aligned with the Company and its shareholders so that all can benefit from any future upside in the Company's growth."
"We are also continuing discussions with potential farm-in partners and reviewing data with regards to participation in a significant oil block located in the shallow waters of the Niger Delta Basin and look forward to updating shareholders on this process in due course."
Commenting, Jon Taylor, of Havoc, said: "We are pleased to have the opportunity to assist Sirius to develop its portfolio in a world class petroleum province. Our geotechnical evaluation expertise will compliment Sirius' strong relationships and position in Nigeria."
End
Enquiries
Sirius Petroleum plc Bobo Kuti / Jamie Bligh | +44 (0) 20 3740 7460 www.siriuspetroleum.com
|
Cairn Financial Advisers LLP Tony Rawlinson / Emma Earl
| +44 (0) 20 7148 7900
|
Merlin Partners LLP Ashleigh Ruxton
| +44 (0) 20 7484 0901 |
Cantor Fitzgerald Europe David Porter / Sarah Wharry
| +44 (0) 207 894 7000
|
Gable Communications Limited John Bick | +44 (0) 20 7193 7463 Email: [email protected] |
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