I3 ENERGY PLC

Director's Dealing • May 27, 2022

National Storage Mechanism | Additional information

RNS Number : 1074N

i3 Energy PLC

27 May 2022

27 May 2022

i3 Energy plc

("i3" or the "Company")

Director Dealings, Exercise of Options and TVR

i3 Energy plc (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, is pleased to announce that employees have elected to exercise options ("Options Exercise") over an aggregate 114,547,030 ordinary shares ("Option Shares") of the Company.

The Company has today issued 66,305,381 million ordinary shares to be admitted to trading on 6 June 2022 ("Admission"). The participants of the Option Exercise include all executive and non-executive directors and practically all other employees (the "Share Option Participants"), collectively representing 99% of all currently vested options. Details in relation to the Option Shares issued to Directors are contained in the table below. To minimise dilution while enabling staff to exercise options, the Company primarily settled in ordinary shares only the post-tax in-the-money value of the options (based on c.28p per share), thereby reducing the resulting Option Shares and associated dilution by 42%.

Following the exercise of the Option Shares by the Share Option Participants, and as far as the Company is aware, the total employee shareholding in the company is now 7.3% and the Directors have increased their aggregate shareholding from 1.8% to 3.1% as detailed in the table below:

Name	Position	Ordinary Shares held previously	% of total issued share capital	Options Exercised	Option Shares Issued	Ordinary Shares held following exercise	% of enlarged issued share capital
Majid Shafiq	CEO	2,951,141	0.26%	16,184,166	6,380,143	9,331,284	0.78%
Graham Heath	CFO	8,550,495	0.76%	12,011,181	6,954,949	15,505,444	1.30%
Linda Beal	Interim Non-Executive Chairperson	700,000	0.06%	605,493	605,493	1,305,493	0.11%
Richard Ames	Non-Executive Director	738,951	0.07%	1,048,800	800,772	1,539,723	0.13%
Neill Carson	Non-Executive Director	7,246,509	0.64%	1,048,800	419,602	7,666,111	0.64%
John Festival	Non-Executive Director	553,560(1)	0.02%	1,048,800	1,048,800	1602,360	0.13%

1)    Includes 354,500 Director Share Purchase disclosed below

Following the Options Exercise, 23,474,495 vested and unvested options remain in issuance as detailed in the table below:

Option Exercise Price	Vested, Not Exercised	Not Vested	Vesting Conditions for Non-Vested Options
0.01p	853,652	0	None
5p	573,198	0	None
11p	2,152,498	19,895,147	1,466,667  options vest on spud of the 2nd appraisal well or 1st development well on Serenity or Liberator fields or all remaining options vest on the addition of 2,500 boepd of European production. 12,253,481 vest on the addition of 9,250 boepd or 50 mm bbls of 2P reserves in Canada. 6,174,999 options vest on the achievement of any of these targets in the UK or Canada.

The Directors interests in remaining unvested options are detailed in the table below:  

Name	Position	11p Options
Majid Shafiq	CEO	2,333,333
Graham Heath	CFO	1,791,667
Linda Beal	Interim Non-Executive Chairman	183,333
Richard Ames	Non-Executive Director	150,000
Neill Carson	Non-Executive Director	150,000
John Festival	Non-Executive Director	150,000

Director Share Purchase

It is also noted today that John Festival, Non-executive Director at i3, has acquired 354,500 shares on 26 May 2022 on the TSX at an average price of CA$0.435 per share.

Total Voting Rights

Following Admission, the Company's issued share capital will consist of 1,192,731,373 ordinary shares of £0.0001 each and should be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Linda Beal, Interim Chairperson of i3 Energy plc, commented:

"The Company is very proud of its performance over the last two years. Following i3's entry into the Canadian oil and gas sector with the announcement in March 2020 of the acquisition of an option to acquire Toscana Energy Income Corporation and its circa 1000 boepd and 4.7 mmboe of 2P reserves, the Company set itself aggressive reserves and production growth targets, ultimately targeting 20,000 boepd by July 2022. The Company exited Q1 2022 above 20,000 boepd with audited 2P reserves of 154 mmboe. This has led to the vesting of the majority of options issued to Directors and employees. Following the publication of our annual financial statements and other recent disclosure, the staff are in one of a limited number of clear periods to trade the Company's stock and we are delighted that so many have decided to exercise their incentive plan options. This Options Exercise allows all our staff to become fully invested as shareholders, to benefit from dividend payments, share in the success they have helped create and be fully incentivised to continue their efforts to grow the value of the business for all our stakeholders. The Company is also very pleased to have effected the Options Exercise in a manner that substantially limits the dilution normally observed through cashless exercise."

END

Enquiries:

i3 Energy plc Majid Shafiq (CEO) / Graham Heath (CFO)	c/o Camarco Tel: +44 (0) 203 781 8331
WH Ireland Limited (Nomad and Joint Broker) James Joyce, Darshan Patel	Tel: +44 (0) 207 220 1666
Tennyson Securities (Joint Broker) Peter Krens	Tel: +44 (0) 207 186 9030
Stifel Nicolaus Europe Limited (Joint Broker) Ashton Clanfield, Callum Stewart	Tel: +44 (0) 20 7710 7600
Camarco Georgia Edmonds, James Crothers, Violet Wilson	Tel: +44 (0) 203 781 8331

The following notifications are made in accordance with the requirements of the UK Market Abuse Regulation relating to certain transactions by persons discharging managerial responsibility:

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

Majid Shafiq

Graham Heath

Linda Beal

Richard Ames

Neill Carson

John Festival

2

Reason for notification

a.

Position/Status

Majid Shafiq       CEO

Graham Heath  CFO

Linda Beal            Interim Non-Executive Chairperson

Richard Ames    Non-Executive Director

Neill Carson        Non-Executive Director

John Festival      Non-Executive Director

b.

Initial notification/

Amendment

Initial

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

i3 Energy plc

b.

LEI

213800949OZA9QA9FS17

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares

ISIN: GB00BDHXPJ60

b.

Nature of the transaction

Exercise of Options

c.

Price(s) and volume(s)

	Options Exercised	Exercise Price	Shares Received
Majid Shafiq	11,517,500	£0.05	4,903,725
Majid Shafiq	4,666,666	£0.11	1,476,418
Graham Heath	8,427,847	£0.05	5,284,282
Graham Heath	3,583,334	£0.11	1,670,667
Linda Beal	238,827	£0.05	238,827
Linda Beal	366,666	£0.11	366,666
Richard Ames	748,800	£0.05	616,969
Richard Ames	300,000	£0.11	183,803
Neill Carson	748,800	£0.05	323,290
Neill Carson	300,000	£0.11	96,312
John Festival	748,800	£0.05	748,800
John Festival	300,000	£0.11	300,000

d.

Aggregated information

- Aggregated Volume

- Price

As above

As above

e.

Date of the transaction

27 May 2022

f.

Place of the transaction

UK

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

John Festival

2

Reason for notification

a.

Position/Status

Non-Executive Director

b.

Initial notification/

Amendment

Initial

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

i3 Energy plc

b.

LEI

213800949OZA9QA9FS17

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a.

Description of the financial instrument, type of instrument

Identification Code

Ordinary shares

ISIN: GB00BDHXPJ60

b.

Nature of the transaction

Share purchase

c.

Price(s) and volume(s)

	Volume(s)	Price(s) per share
John Festival	354,500	CA$0.435

d.

Aggregated information

- Aggregated Volume

- Price

As above

As above

e.

Date of the transaction

27 May 2022

f.

Place of the transaction

UK

Notes to Editors:

i3 Energy is an oil and gas Company with a low cost, diversified, growing production base in Canada's most prolific hydrocarbon region, the Western Canadian Sedimentary Basin and appraisal assets in the North Sea with significant upside.

The Company is well positioned to deliver future growth through the optimisation of its existing 100% owned asset base and the acquisition of long life, low decline conventional production assets.

i3 is dedicated to responsible corporate practices and the environment, and places high value on adhering to strong Environmental, Social and Governance ("ESG") practices.  i3 is proud of its performance to date as a responsible steward of the environment, people, and capital management.  The Company is committed to maintaining an ESG strategy, which has broader implications to long-term value creation, as these benefits extend beyond regulatory requirements.

i3 Energy is listed on the AIM market of the London Stock Exchange under the symbol I3E and on the Toronto Stock Exchange under the symbol ITE. For further information on i3 Energy please visit  https://i3.energy/.

This announcement contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

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