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Readmission document and Notice of AGM

4th Jul 2012 07:00

RNS Number : 8509G
New World Oil & Gas
03 July 2012
 



New World Oil and Gas Plc / Index: AIM / Epic: NEW / Sector: Oil & Gas

 

3 July 2012

 

New World Oil and Gas Plc ('New World' or the 'Company')

 

Posting of AIM Readmission Document to Shareholders

Notice of Annual General Meeting ("AGM")

 

New World is pleased to announce the publication of its Readmission Document relating to its proposed change in status from an Investing Company to an operating resource company and its intention to commence drilling in Belize.

 

The Company was admitted to trading on AIM on 11 May 2011 as an Investing Company focussed on making investments in the oil and gas sector. In furtherance of its investing policy New World has, since admission to AIM, been actively seeking and implementing investment opportunities.

 

The activities of the New World Group to date in relation to the Projects have been limited to seismic operations and other desktop activities consistent with New World's investing policy. Phase 3 under the Blue Creek FOA is to commence drilling at the Blue Creek Project, such that, upon completion of the first exploration well, NWOG Belize may earn a further 21.6 per cent. participating interest, which would increase its total participating interest under the Blue Creek PSA to a 56.6 per cent. participating interest.

 

The Board has been advised that, if NWOG Belize decides to commence drilling under the Blue Creek FOA, NWOG Belize Operations would commence drilling operations with a view to increasing NWOG Belizes' participating interest under the Blue Creek PSA to 56.6 per cent. on drilling the first well and up to 100 per cent. on completion of the 3 (or possibly 4) well programme, at an estimated aggregate cost of US$4.8 million for the first well, together with US$771,000 to case and complete in the event of a commercial discovery, which would have the effect of changing the Company's status from an Investing Company to an operating resource company. Accordingly, such election would be classified a reverse takeover of the Company under the AIM Rules and therefore requires the approval of Shareholders as in this case at the AGM.

 

If the Resolution is duly passed at the AGM, trading in the Existing Ordinary Shares will be cancelled and it is expected that the Existing Ordinary Shares will be readmitted to trading on AIM on 25 July 2012.

 

Implementation is subject to approval from Shareholders at the Annual General Meeting, which is to be held at Ogier House, The Esplanade, St. Helier, Jersey, JE4 9WG on 24 July 2012 at 1.00 p.m. A copy of the Readmission Document will also be available on the Company's website, www.nwoilgas.com.

 

 

 

 

 

 

 

 

For further information please visit www.nwoilgas.com or contact:

 

Enquiries:

William Kelleher

New World Oil and Gas Plc

Tel: +1 713 447 2171

Georges Sztyk

New World Oil and Gas Plc

Tel: +1 514 961 2247

Peter Sztyk

 

 

Felicity Geidt

New World Oil and Gas Plc

 

 

Beaumont Cornish Limited

Tel: +1 917 215 7122

 

 

Tel: +44 (0) 20 7628 3396

Roland Cornish

Beaumont Cornish Limited

Tel: +44 (0) 20 7628 3396

 

Jerry Keen

Shore Capital

Tel: +44 (0) 20 7408 4090

Pascal Keane

Shore Capital

Tel: +44 (0) 20 7408 4090

 

Hugo de Salis

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

Lottie Brocklehurst

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

Frank Buhagiar

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

 

 

 

Extracts from the Admission Document are set out below:

 

PART IIINFORMATION ON THE GROUP AND ITS PROJECTS

1 BACKGROUND

1.1 Group structure

New World is the holding company of eight companies. New World owns 100 per cent. of the issued share capital of each of Gaia Resources and Emery and 99.99 per cent. of the issued share capital of each of NWOG Belize and NWOG Belize Operations. Emery owns 100 per cent. of the issued share capital in each of NWOG Jutland, NWOG Operations, NWOG Resources and NWOG Resources Operations. Gaia Resources owns the remaining 0.1 per cent. of the issued share capital in NWOG Belize and NWOG Belize Operations.

1.2 Financial results

In the year ended 31 December 2011, New World had consolidated net assets of US$7,220,000 and reported a loss before taxation of US$2,614,000.

1.3 Current Trading and Prospects

In the Blue Creek Project in Belize and the Danica Jutland and Danica Resources Licences in Denmark, the Directors believe that they have interests in some highly prospective oil and gas opportunities. Phase 1 of the 2D seismic program under the Danica Jutland Licences has completed and Phase 1 of the 2D seismic program for Danica Resources Licence 1/08 will be commencing later in this year and the Directors look forward to announcing the results of the evaluations of these programs. The main emphasis for the immediate term is the Blue Creek Project in Belize where the Group is planning to drill its first exploration well later this year on one of its prospects probably "B Crest", but this is in the process of being decided. Any amount of seismic or other surface work cannot totally eliminate risk but the Board believes that having established a Geological Probability of Success 1 in 5 for each Blue Creek Project prospect (see Competent Person's Report, Part IV of this document), the time is now right to commence drilling. The success of individual wells cannot be assured, but given the indicated prospectivity of the Group's interests, the Directors view the future with confidence.

1.4 Overview of projects

 

The New World Group has interests in four concessions. Each concession is at a slightly differentstage of exploration maturity and the New World Group, with its partners, has been engaged in a phased seismic program in three of the concessions (the Blue Creek PSA and the Danica Jutland Licences) and is about to undertake a similar program within the Danica Resources Licence 1/08.

New World's approach has been to identify and progressively de-risk prospects (from a trap identification point of view at least) such that selected prospects can be drilled with the maximum confidence that they represent the best chance of discovery on each licence. Drilling decisions are nearing now on the Blue Creek PSA (after one further phase of seismic acquisition although it is noted that Phase IV is designed to assist with the next area relinquishment decision rather than further delineate the existing prospects and the Danica Jutland Licences after at least one, possibly two, further phases of 2D and 3D seismic acquisition. (Source: Competent Person's Report, section 2.1)

2 BLUE CREEK PROJECT

2.1 Licence interests

A summary of the concession comprising the Blue Creek Project is shown below:

Licence Licence

Licence Operator Interest Status Expiry Area Comments

The Blue Creek PSA (Main Blue Creek & West Gallon Jug)

Notes

New World Oil and Gas (Belize Operations) Ltd.

25%1 Exploration 12 October 420 sq km3

20152

Currentcommitments areseismic andgeochemical dataacquisition. Twoexploration wells(one optional)

 

1 NWOG Belize has acquired 25% WI in accordance with the terms of the Blue Creek FOA and will acquire a further 10% WI upon completion of Phase 4 seismic program. NWOG Belize further plans to acquire up to 100% working interest in the Blue Creek PSA in return for exercising its option to fund the drilling of three wells to the base of the Y2 assuming drillable targets are identified. In the event of a commercial discovery from the three well program, a drilling depth commitment to the Margaret Creek Formation (or base of reservoir section in the event of hydrocarbon shows in the Margaret River) becomes an obligation which can be satisfied in one of the original three wells or by drilling a fourth well.

2 Currently in the Second Renewal Period which expires 12 October 2013. A Third Renewal Period would need to be requested at least 90 days in advance of the expiry of the Second Renewal Period and would extend the total Exploration Period to 12 October 2015.

3 Current licence area. A 25% relinquishment is required after each phase. The relinquishment of 140 sq km due at the end of the First Renewal Period was deferred and is now due to be confirmed once the results of the latest seismic (Phase 4) are known and before 13 October 2012 when the licence area will reduce to 280 sq km. A further relinquishment of 140 sq km is due at the expiry of the Second Renewal Period.

(Source: Competent Person's Report, section 2.2)

2.2 Overview

The Blue Creek Concession, onshore NW Belize comprises two non-contiguous licence areas covered by a single PSA (the "Blue Creek PSA"). The two areas are known as Main Blue Creek area and West Gallon Jug area. The original 100 per cent. licence owner was Blue Creek Exploration ("BCE") and under the terms of the farm-out agreement (including three amendments made in 2012 and collectively known as the "Blue Creek FOA") with New World Oil and Gas (Belize) Limited ("NWOG Belize"), New World Oil and Gas (Belize Operations) Ltd. ("NWOG Belize Operations") is now Operator of the Blue Creek PSA. NWOG Belize has, to date, earnt a 25 per cent. participating ('working') interest ("WI") in the concession in return for funding the acquisition and interpretation of three phases of seismic data. A fourth phase of seismic will entitle NWOG Belize to a further 10 per cent. WI. NWOG Belize has the option to increase its participation in the Blue Creek PSA to 100 per cent. WI in return for drilling three or four wells to fulfil the various work commitments for the PSA and the terms of the Blue Creek FOA. In the event NWOG Belize elects to take up the 100 per cent. WI options, BCE will maintain a 5 per cent. royalty over-ride. (Source: Competent Person's Report, section 1.1)

The Blue Creek concession areas are located in northwest Belize in the north of the relatively under-explored North Peten Basin. The concessions lie in very close proximity to the north of the recently discovered and productive Spanish Lookout and Never Delays oil fields and due east from the Xan and Chorop oil fields of northwest Guatemala. (Source: Competent Person's Report, section 3.1.3)

Interest in Belize was rejuvenated after the Spanish Lookout and Never Delays discoveries in mid-2005, which were declared commercial in 2010 (Source: Competent Person's Report, section 3.1.3). In 2011, Spanish Lookout was producing 4,200 bopd and Never Delays was producing 1,800 bopd for a total combined amount of 6,000 bopd. Both fields are operated by Belize Natural Energy (BNE), and oil production is exported from Belize through the deep water port of Big Creek and sold at the world oil price. (Source: Competent Person's Report, section 3.1.3)

The Phase 1 Seismic Program confirmed the likely presence of several leads/prospects and formed the basis for planning a further swathe of 2D seismic lines (Phase 2) to further delineate the leads/prospects. Phase 2 was acquired and processed in the second half of 2011 and, certain prospects were considered sufficiently well defined to run some indicative volumetric estimates and economic viability modelling. All the activity was focused on the northern part of the Main Blue Creek area to this point. In the first half of 2012, Phase 3 of the acquisition was completed and data were shot over the West Gallon Jug area for the first time. Although the results of third phase of seismic were mixed, a further lead in the West Gallon Jug area was identified by the Company and indicative volumetrics and economics were modelled in 2012. (Source: Competent Person's Report, section 1.1)

A further phase of acquisition (Phase 4) is planned and will comprise of 43.4 km of 2D data over the southern part of the Main Blue Creek area. Following an amendment to the Blue Creek FOA on 26 January 2012, NWOG Belize is entitled to earn a further 10 per cent. WI upon completion of Phase 4 which will complete the FOA Deliverables 1), 2a), and 2b). These data are due to be acquired in July 2012 and is budgeted to cost $500,000. The acquisition is to be shot largely over 'virgin' territory so will have little impact on the existing prospects and leads, with the possible exception of C South. (Source: Competent Person's Report, section 3.1.2)

Several prospects and leads have been identified within the Blue Creek PSA licence area. Two of the prospects, "A" and "B Crest" have sufficient data coverage that they are considered at or near to drill-ready status with an estimated GPoS of 1 in 5. A third lead identified in the West Gallon Jug area of the Blue Creek PSA is less well controlled seismically due to data acquisition restrictions caused by the Belize/Guatemala border which forms the western edge of the West Gallon Jug licence area and has been assigned a 1 in 10 Probability of Geologic Success (Source: Competent Person's Report, section 2.4.1 and Table 2.4.1).

2.3 Work program

The licences were originally granted to BCE under the Blue Creek PSA on 12th October 2007 with an initial exploration period of two years which may be extended by up to three successsive renewal periods of two years each, resulting in a maximum exploration period of 8 years (barring any negotiated extension). The original Blue Creek PSA contracted an area of 560 sq km with a 25 per cent. relinquishment required at the end of each two year period. In the event of a discovery, a 25 year production term will be awarded for an area equal to the total productive area field for the mapped discovery.

The minimum work program required by the Belize government is as follows:

Initial Period (2 years – 12th October 2007 to 12th October 2009) – Collate available data,
conduct geochemical survey and geological mapping with an infill geochemical survey in Year 2 – In fact, BCE also shot 27 km of 2D seismic data (which will count toward the Phase II commitment). All the work was completed and 25 per cent. of the original Blue Creek PSA area relinquished.
 

First Renewal Period (2 years – 13th October 2009 to 12th October 2011) – Acquire a

minimum of 70 km 2D seismic data and further geochemical data. The work commitment has been exceeded but a further phase of acquisition is planned in the next month to held determine the 140 sq km relinquishment still outstanding after the transition from the First to the Second Renewal Period.
·; Second Renewal Period (2 years – 13th October 2011 - 12th October 2013) – Drill first exploration well.
·; Third Renewal Period (2 years – 13th October 2013 - 12th October 2015) – Drill optional second exploration well.

It is noted that the Blue Creek FOA (after the second amendment) requires NWOG Belize Operations, in each case at its sole option in exchange for a staged increment of WI, to drill at least three wells to the base of the Y2 (~5,500 ft) and, either, a fourth well through the Margaret River Formation (~11,500 ft) or base of reservoir section if shows are encountered in the Margaret River, or, deepen one of the existing three wells to the same at NWOG Belize Operations election. The Company is currently budgeting on a well being drilled in November/December 2012 for US$4.8MM which will meet the commitment for the Third Renewal Period and earn NWOG Belize the entitlement to a further 21.6 per cent. WI. (Source: Competent Person's Report, section 3.1.1)

The decision has now been taken to proceed with drilling and has, subject to finalisation of planning and obtaining the required drilling permits, identified Prospect "B Crest" as the likely place of its well. The cost of this well is provided for from the Company's existing cash resources, but if it were to elect to drill any further wells, further funding is likely to be required.

3 DANICA JUTLAND PROJECT

3.1 Licences

A summary of the licences comprising the Danica Jutland Project is shown below:

Licence Licence

Licence Operator Interest Status Expiry Area Comments

Danica Jutland Licences

(1/09 &

2/09)

Notes

New World

Operations ApS

12.5%1 Exploration 17 May 4,107 sq km

20152

Current commitments are seismic and/or the drilling of a well

on each licence

 

1 NWOG Jutland has acquired 12.5% WI in accordance with the terms of the Danica Jutland FOAs and plans to acquire up to 100% of Danica Jutland's WI (80%) in the Danica Jutland Licences in accordance with a staged timetable which is established for the completion of certain work commitments required by the government. NWOG Jutland is entitled to a 25% WI in upon completion of further seismic work by 31 March 2013 (at the latest) and 80% WI once it has made the election to drill each licence.

2 Provisions for extension exist.

(Source: Competent Person's Report, section 2.2)

3.2 Overview

Danica Jutland - Licences 1/09 and 2/09, onshore central Denmark comprise two adjacent licences (the "Danica Jutland Licences") covering over a million acres onshore Denmark located over the southern flank of the Northern Permian Basin to the north of the Ringkøbing-Fyn High ("RKH"). The original 80 per cent. licence owner was Danica Jutland ApS ("DJ") and under the terms of two separate farm-out agreements, New World Operations ApS ("NWOG Operations") is now operator of the Danica Jutland licences and New World Jutland ApS ("NWOG Jutland") has, to date, earned a 12.5% WI in return for funding an initial phase of seismic acquisition. A second phase of seismic acquisition is planned in the coming months upon completion of which, NWOG Jutland is entitled to increase its WI in the Danica Jutland Licences to a 25% WI. NWOG Jutland has the option to increase its WI in the Danica Jutland Licences to 80% in return for drilling a well on each of the Danica Jutland Licences, the remaining 20% owned by partner, Danish North Sea Fund ("DNSF"). In the event that NWOG Jutland elects to take up its full 80% option, DJ will maintain a 5 per cent. royalty over-ride. (Source: Competent Person's Report, section 1.1).

Two Triassic interval gas prospects in the 2/09 licence have been identified and scoping volumetrics were calculated for each. In addition, several deeper potential Zechstein Z2 carbonate build-up oil leads previously identified on the original seismic over the area were tested with further 2D lines and one lead in particular, Jensen, looks a prime target for the acquisition of 3D seismic in the future to confirm what looks to be an encouraging geomorphology, similar to the successful Zechstein build-up reservoirs found in the northern flank of the Southern Permian Basin (the proposed analogue to the Northern Permian Basin). (Source: Competent Person's Report, section 1.1).

3.3 Work programs

NWOG Operations plans to complete the permitting, acquisition, processing and interpretation of 2D and/or 3D seismic in each licence by 31 March 2013, if deemed necessary to properly delineate drillable prospects, whereupon a further 12.5 per cent. WI in the Danica Jutland Licences should be transferred to NWOG Jutland. Further 2D seismic designed to further delineate the Triassic prospects in the 2/09 licence is being actively designed with a further 55 km planned, 27 km over the Harboe prospect and 28 km over the Jelling prospect. A 3D survey over the Zechstein Jensen prospect will be required to define a drilling location, but the timing for this is not yet known. (Source: Competent Person's Report, section 3.2.2).

4 DANICA RESOURCES PROJECT

4.1 Licence

A summary of the licence comprising the Danica Resources Project is shown below:

Licence Licence

Licence Operator Interest Status Expiry Area Comments

Danica Resources Licence

1/08

Notes

New World Resources Operations Aps

01 Exploration 30 6,420 sq km

September

20152

Currentcommitments areseismic and/or thedrilling of a wellon the licence

 

1 NWOG Resources plans to acquire 100% of Danica Resources' working interest (80%) in the licence in accordance with a staged timetable which is established for the completion of certain work commitments required by the government. NWOG Resources is entitled to a 12.5% WI upon completion of a seismic work program by 30 September 2012 and 25% WI upon completion of further seismic work (if deemed necessary) by 30 September 2013 (at the latest) and 80% WI once it has performed the election to drill each licence. Note - NWOG Resources Operations has yet to acquire any interest in the Danica Resources 1/08 Licence.

2 Provisions for extension exist.

(Source: Competent Person's Report, section 2.2).

4.2 Overview

Danica Resources - Licence 1/08, onshore/offshore southern Denmark comprises a single licence (the "Danica Resources Licence 1/08") covering over one and a half million acres both onshore and offshore southern Denmark, located over the northern flank of the Southern Permian Basin along trend from the productive Zechstein oil fields of northern Germany and Poland. The original 80% licence holder was Danica Resources ApS ("DR") and under very similar farm-out terms to the Danica Jutland FOAs, NWOG Resources Operations ApS ("NWOG Resources Operations") has been accepted as the

Operator of the licence by both DNSF and the Danish Energy Authority ("DEA"). NWOG Resources ApS ("NWOG Resources") have agreed to fund a minimum of 150 km of new 2D seismic to be completed by 30 September 2012, in return it is entitled to earn a 12.5% WI. A further phase of seismic will entitle NWOG Resources to a 25% WI with the remaining 55% set to be transferred after drilling a well on the Danica Resources Licence 1/08. The remaining 20% WI in the Danica Resources 1/08 is again held by DNSF and DR will maintain a 5%. royalty over-ride in the event that NWOG Resources exercises its options to acquire the full 80% WI. (Source: Competent Person's Report, section 1.1).

Sufficient existing seismic data was available to allow a volumetric estimation to be made for a single prospect, the Als prospect, and indicative economics were run by the Company. A seismic program is due to be conducted in the second half of 2012, after which the mapping and potential volumetrics will most likely be revised. (Source: Competent Person's Report, section 1.1).

4.3 Work programs

NWOG Resources Operations to complete the permitting, acquisition, processing and interpretation of a minimum of 150 km of 2D seismic over the onshore portion of the Danica Resources Licence 1/08. This work is to be completed by 30 September 2012 to fulfil the Phase 2a work commitments and in return for which NWOG Resources will be entitled to receive 12.5% WI in the licence. The budget for this phase of seismic is US$700,000 and is currently planned for August/September 2012.

As of 1 October 2012, Phase 2b commences and NWOG Resources Operations will complete the permitting, acquisition, processing and interpretation of further 2D and/or 3D if needed to retain the hydrocarbon prospective onshore and offshore areas of the Danica Resources Licence 1/08, the size and design of which shall be mutually agreed between Danica Resources and NWOG Resources. This work is to be completed by 30 September 2013 in return for which NWOG Resources will be entitled to receive a further 12.5 per cent. WI in the Danica Resources Licence 1/08. The Company currently has US$395,000 of expenditure scheduled for January/February 2013. (Source: Competent Person's Report, section 3.3.1).

4.4 Conclusions from the CPR

The CPR contains the following conclusions:

"The New World Group has interests in four concessions as described in Section 1 and 2.2 of this report. Each concession is at a slightly different state of exploration maturity and the New World Group, with its partners, has been engaged in a phased seismic program in three of the concessions (the Blue Creek PSA and the Danica Jutland Licences) and is about to undertake a similar program within the Danica Resources Licence 1/08.

New World's approach has been to identify and progressively de-risk prospects (from a trap identification point of view at least) such that selected prospects can be drilled with the maximum confidence that they represent the best chance of discovery on each licence. Drilling decisions are nearing now on the Blue Creek PSA (after one further phase of seismic acquisition although it is noted that Phase IV is designed to assist with the next area relinquishment decision rather than further delineate the existing prospects) and the Danica Jutland Licences after at least one, possibly two, further phases of 2D and 3D seismic acquisition.

Prospective Resources have been identified (see Resources Summary in Section 2.4) on all four concessions and are described in more detail in Section 3. The prospect known as "B Crest" within the licence area covered by the Blue Creek PSA is considered drill-ready and is scheduled to be drilled in the 4th quarter of 2012. Whilst further seismic data might further delineate the prospect geometry, the timing of the remaining work commitments under the Blue Creek PSA and the opportunity to prove a working hydrocarbon system within the licence makes drilling the next logical step.

Indicative success case economic viability analyses were run by the Company and reviewed by RPS.The identified prospects appear likely to be commercially attractive in the event of discovery. The volumetrics in some cases are subject to significant remaining uncertainty due to the requirement to further delineate most of the prospects, but New World's approach is reasonable, manageable and appropriately scaled to progress the various prospects and leads identified in each of the concessions (over and above B Crest) into drillable prospects, should the results prove positive."

(Source: Competent Person's Report,section 4).

5 BCE

BCE is a special purpose vehicle established to execute and participate in the Blue Creek PSA. The directors of BCE are Brian Holland and Alistair King (who are also shareholders of BCE) and its shareholders include local landowners and businessmen. Brian Holland (director and shareholder of BCE) and John Arestad (shareholder of BCE) are engaged by the Group as consultants.

 

 

DEFINITIONS

 

 

"Act"

 

the Companies (Jersey) Law 1991 (as amended)

 

"AIM"

 

the AIM Market operated by the London Stock Exchange

 

"AIM Rules"

 

the rules for companies and their nominated advisers, as published by the London Stock Exchange from time to time governing admission to and the operation of AIM

 

"AIM Rules for Nominated Advisers"

the rules of the London Stock Exchange which set out the eligibility, obligations and certain disciplinary matters in relation to nominated advisers as published and amended from time to time by the London Stock Exchange

 

"AIPN"

 

Association of International Petroleum Negotiators

 

"Annual General Meeting" or "AGM"

 

the annual general meeting of the Company to be held at Ogier House, The Esplanade, St Helier, Jersey, JE4 9WG at 1.00 p.m. on 24 July 2012, notice of which is attached to this document

 

"Articles" or "Articles of Association"

 

the current articles of association of the Company

 

 

"Beaumont Cornish" or "BCL"

 

Beaumont Cornish Limited, authorised and regulated by the FSA

 

"BCE"

 

Blue Creek Exploration Ltd

 

"Blue Creek Deeds of Assignment"

 

the deeds of assignment dated 21 October 2011 and 23 May 2012 between BCE and NWOG Belize further details of which are set out in paragraph 1.1(d) of Part VI of this document

 

"Blue Creek FOA"

 

the farm out agreement dated 15 June 2011 (as amended on

26 January 2012, 30 May 2012 and 26 June 2012) between BCE and NWOG Belize, further details of which are set out in paragraph 1.1(b) of Part VI of this document

 

"Blue Creek JOA"

 

the operating agreement dated 15 June 2011 between BCE, NWOG Belize and NWOG Belize Operations, further details of which are set out in paragraph 1.1(c) of Part VI of this document

 

"Blue Creek Project"

 

means the Blue Creek project, details of which are set out in Part II of this document

 

"Blue Creek PSA"

 

the production sharing agreement dated 12 October 2007 (as amended) between the Government and BCE, further details of which are set out in paragraph 1.1 (a) of Part VI of this document

 

"Company" or "New World"

 

New World Oil and Gas Plc, incorporated in Jersey with company number 105517

 

"Competent Person's Report"

 

the report by the Competent Person set out in Part IV of this document

 

"Competent Person"

 

RPS Energy

 

"CREST"

 

the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form

 

"CREST Regulations"

 

the Uncertificated Securities Regulations 2001 of the UK (SI 2001/3755) and the Companies (Uncertificated Securities) (Jersey) Order 1999 (as amended)

 

"DABP" or "Discretionary Annual Bonus Plan"

 

the discretionary annual bonus plan adopted by the Company on 15 May 2012, details of which are set out at paragraph 7 of Part VII of this document

 

"Danica Jutland Deeds of Assignment"

 

the Danica Jutland Licence 1/09 Deed of Assignment and the Danica Jutland Licence 2/09 Deed of Assignment

 

"Danica Jutland Licence 1/09 Deed of Assignment"

 

the deed of assignment dated 9 May 2012 between DJ ApS and NWOG Jutland, further details of which are set out at paragraph 1.2(e) of Part VI of this document

 

 "Danica Jutland Licence 2/09 Deed of Assignment"

 

the deed of assignment dated 10 May 2012 between DJ ApS and NWOG Jutland, further details of which are set out at paragraph 1.2(e) of Part VI of this document

 

"Danica Jutland FOAs"

the Danica Jutland Licence 1/09 FOA and Danica Jutland Licence 2/09 FOA

 

"Danica Jutland Guarantees"

 

the Danica Jutland Licence 1/09 Guarantee and the Danica Jutland Licence 2/09 Guarantee

 

"Danica Jutland Licence 1/09 Guarantee"

 

the guarantee dated 10 October 2011 provided by New World and Emery further details of which are set out in paragraph 1.2 (d) of Part VI of this document

 

"Danica Jutland Licence 2/09 Guarantee"

 

the guarantee dated 10 October 2011 provided by New World and Emery further details of which are set out in paragraph 1.2 (d) of Part VI of this document

 

"Danica Jutland JOAs"

 

the Danica Jutland Licence 1/09 JOA and the Danica Jutland Licence 2/09 JOA

 

"Danica Jutland Licences"

 

Danica Jutland Licence 1/09 and Danica Jutland Licence 2/09

 

"Danica Jutland Licence 1/09"

 

the licence dated 17 May 2009 further details of which are set out in paragraph 1.2 (a)(i) of Part VI of this document

 

"Danica Jutland Licence 2/09"

 

the licence dated 17 May 2009 further details of which are set out in paragraph 1.2(a)(i) of Part VI of this document

 

"Danica Jutland Licence 1/09 FOA"

 

the farm out agreement dated 10 October 2011 between DJ ApS and NWOG Jutland, further details of which are set out in paragraph 1.2 (b)(i) of Part VI of this document

 

"Danica Jutland Licence 2/09 FOA"

 

the farm out agreement dated 10 October 2011 between DJ ApS and NWOG Jutland, further details of which are set out in paragraph 1.2 (b)(ii) of Part VI of this document

 

"Danica Jutland Licence 1/09 JOA"

 

the joint operating agreement dated 2 July 2009, as amended on 3 November 2011 between DJ ApS, DNSF, NWOG Jutland and NWOG Operations further details of which are set out at paragraph 1.2 (c)(i) of Part VI of this document

 

"Danica Jutland Licence 2/09 JOA"

 

the joint operating agreement dated 2 July 2009, as amended on 3 November 2011 between DJ ApS, DNSF, NWOG Jutland and NWOG Operations, further details of which are set out at paragraph 1.2 (c)(ii) of Part VI of this document

 

"Danica Jutland Project"

 

the Danica Jutland project, details of which are set out in Part II of this document

 

"Danica Resources FOA"

 

the farm out agreement dated 14 April 2012, between DR ApS and NWOG Resources, further details of which are set out in paragraph 1.3 (b) of Part VI of this document

 

"Danica Resources Guarantee"

 

the guarantee dated 3 April 2012 provided by New World and Emery further details of which are set out in paragraph 1.3 (d) of Part VI of this document

 

"Danica Resources JOA"

 

the joint operating agreement dated 5 June 2008, as amended on 10 May 2012, between DR ApS, DNSF, NWOG Resources and NWOG Resources Operations, further details of which are set out in paragraph 1.3 (c) of Part VI of this document

 

"Danica Resources Licence 1/08"

 

the licence dated 31 March 2008, further details of which are set out in paragraph 1.3 (a) of Part VI of this document

 

"Danica Resources Project"

 

the Danica Resources project, details of which are set out in Part II of this document

 

"Danniella Noor Kelleher Trust"

 

a trust established in the Cayman Islands, of which William Kelleher's daughter is the sole beneficiary

 

"Directors" or "Board"

 

the directors of the Company, whose names are set out on page 5 of this document

 

"DNSF"

 

Danish North Sea Fund

 

"DJ ApS"

 

Danica Jutland ApS

 

"DR ApS"

 

Danica Resources ApS

 

"Emery"

 

Emery S.à.r.l., a wholly owned subsidiary of the Company, incorporated in Luxembourg

 

"Existing Ordinary Shares"

 

the 251,575,676 Ordinary Shares in issue at the date of Readmission, together with any Ordinary Shares issued on exercise of Options or Warrants or otherwise prior to Readmission

 

"FSA"

 

Financial Services Authority

 

"FSMA"

 

the Financial Services and Market Act 2000 of the United Kingdom

 

"Gaia Resources"

 

Gaia Resources Limited, a wholly owned subsidiary of the Company, incorporated in BVI

 

"Government"

 

the Government of Belize

 

"Hydrocarbon Technologies Limited"

 

a company incorporated in the Cayman Islands of which William Kelleher is the sole director and which is wholly owned by the Danniella Noor Kelleher Trust

 

"Investing Company"

 

Any company listed on AIM which has as its primary business or objective, the investing of its funds in securities, businesses or assets of any description, whose securities have been admitted to trading on AIM in accordance with the AIM "Note for Investing Companies - June 2009"

 

"June 2011 Placing"

 

the placing of 50,000,000 Ordinary Shares announced on 29 June 2011

 

"London Stock Exchange"

 

London Stock Exchange plc.

 

"March 2012 Placing"

 

 

the placing of 106,250,000 Ordinary Shares, announced on 9 March 2012

 

"Market Abuse Directive"

 

the Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse)

 

"New World Group" or "Group"

 

New World and its wholly owned subsidiaries, Gaia Resources, NWOG Belize, NWOG Belize Operations, Emery, NWOG Jutland, NWOG Operations, NWOG Resources and NWOG Resources Operations

 

"NWOG Belize"

 

New World Oil and Gas (Belize) Limited, a wholly owned subsidiary of the Company, incorporated in Belize

 

"NWOG Belize Operations"

 

New World Oil and Gas (Belize Operations) Limited, a wholly owned subsidiary of the Company, incorporated in Belize

 

"NWOG Jutland"

 

New World Jutland ApS, a wholly owned subsidiary of the Company, incorporated in Denmark

 

"NWOG Operations"

 

New World Operations ApS, a wholly owned subsidiary of the Company, incorporated in Denmark

 

"NWOG Resources"

 

New World Resources ApS, a wholly owned subsidiary of the Company, incorporated in Denmark

 

"NWOG Resources Operations"

 

New World Resources Operations ApS, a wholly owned subsidiary of the Company, incorporated in Denmark

 

"Official List"

 

the Official List of the UK Listing Authority

 

"Options"

 

the options granted pursuant to the Option Agreements

 

"Option Agreements"

 

the option agreements between each of the non-executive Directors of the Company and the Company, dated 3 July 2012, further details of which are set out at paragraph 1.9 of Part VI and paragraph 4 of Part VII of this document

 

"Ordinary Shares"

 

ordinary shares of no par value each in the capital of the Company

 

"Projects"

 

Blue Creek Project, Danica Jutland Project and Danica Resources Project

 

"Projects Documents"

 

The Blue Creek PSA, the Blue Creek FOA, the Blue Creek JOA, the Danica Jutland Licences, the Danica Jutland FOAs, the Danica Jutland JOAs, the Danica Resources Licence 1/08, the Danica Resources Licence 1/08 FOA and the Danica Resources Licence 1/08 JOA

 

"Prospectus Rules"

 

the prospectus rules made by the Financial Services Authority pursuant to Part VI of FSMA

 

"Readmission"

 

admission of the Existing Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

 

"Registrar"

 

Computershare Investor Services (Jersey) Limited, a company registered in Jersey under company registration number 75005 and whose registered office is at Queensway House, Hilgrove Street, St. Helier, Jersey, JE1 1ES

 

"Regulation S"

 

Regulation S promulgated under the Securities Act

 

"Resolution"

 

resolution 1 to be proposed at the Annual General Meeting to approve the reverse takeover of the Company arising pursuant to the AIM Rules from the proposed election to commence drilling pursuant to the Blue Creek FOA, as further described in paragraph 1 of Part I of this document

 

"SCC"

 

Shore Capital and Corporate Limited

 

"SCS"

 

Shore Capital Stockbrokers Limited

 

"Securities Act"

 

United States Securities Act of 1933, as amended

 

"Shareholders"

 

holders of Ordinary Shares from time to time

 

"Takeover Code"

 

the City Code on Takeovers and Mergers, as updated from time to time

 

"Takeover Panel"

 

the Panel on Takeovers and Mergers

 

"The Black Sea and Caspian Trust"

 

a trust established in Singapore, of which the beneficiaries are the lineal descendents/blood relations of Franz-Joseph Sztyk, the father and grandfather of Georges Sztyk and Petro Sztyk respectively

 

"UK" or "United Kingdom"

 

the United Kingdom of Great Britain and Northern Ireland

 

"UK Act"

the Companies Act 2006 of the United Kingdom

"UK Listing Authority"

the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA

 

"United States" or "US"

 

United States as defined by Regulation S

 

"US Person"

 

U.S. person as defined by Regulation S

 

"Warrants"

 

the 99,619,000 warrants to subscribe for Ordinary Shares, details of which are set out in paragraph 3 of Part VII of this document and paragraph 1.8 of Part VI of this document

 

"WI"

 

working interest, also referred to as participating interest

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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