NOSTRA TERRA OIL AND GAS COMPANY PLC

Share Issue/Capital Change • Nov 21, 2024

National Storage Mechanism | Additional information

RNS Number : 0473N

Nostra Terra Oil & Gas Company PLC

21 November 2024

 

Nostra Terra Oil and Gas Company Plc

("Nostra Terra", "NTOG" or "the Company")

21 November 2024

£500,000 Fundraise aimed at increasing production and cash flow at Pine Mills

Nostra Terra (AIM: NTOG), the international oil & gas exploration and production company with development and production assets in Texas, USA, is pleased to announce a successful fundraise supported by institutional investors, Directors and Management, existing shareholders and new investors.

The Company has raised £500,000 (before expenses) through a subscription and placing of 2,173,913,042 new ordinary shares (the "Fundraise Shares") at a price of 0.023p per share (the "Placing Price") (the "Fundraise").

The Company has embarked on a major workover and development programme at its principal producing asset at Pine Mills. It has successfully delivered on the 1st phase of the workover programme during September and October 2024 which increased oil production by 30 bopd above that in August 2024.  Net proceeds from this Fundraise will be used to accelerate the planned 2nd phase workover programme on 4 additional wells to deliver further potential significant increases in production and cash flow in the near term.

Paul Welch, Nostra Terra's Chief Executive Officer, said:

"Today's fundraise is an important next step in the rebuilding of NTOG as it enables us to accelerate the 2nd phase workover program in Pine Mills following on immediately after the very successful 1st phase and so deliver further potential significant increases in production, improved net backs and increased cash flow, all the more quickly.  I would like to thank those shareholders and new institutional investors who supported the fundraise, and I look forward to updating everyone on our operational progress over the coming months."

Application for Admission and Total Voting Rights

An application will be made to the London Stock Exchange for the 2,173,913,042 Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 27 November 2024.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company confirms that on issue of the Fundraise Shares and following Admission, the Company's enlarged issued ordinary share capital will comprise 4,775,433,574 Ordinary Shares.

The Company does not hold any Ordinary Shares in Treasury.  Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to 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 .

Director participation

The following Directors of the Company have subscribed for Fundraising Shares (the "Director's Subscription"):

Director	Subscription amount	Number of Fundraise Shares	Resultant shareholding	Resultant interest in enlarged share capital
Paul Welch	£7,900	34,347,826	51,014,493	1.07%
Dr Stephen Staley	£5,000	21,739,130	46,572,464	0.98%
Jim Newman	£15,800	68,695,652	323,695,652*	6.78%

*including 255,000,000 existing ordinary shares held by Dos Hermanos International, LLC, of which Mr Newman is a principal.

The subscription by the Directors in the Fundraise, as outlined above and when aggregated with past subscriptions in the last 12 months, are related party transactions under the AIM Rules for Companies. Accordingly, John Stafford, the independent director, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, considers the terms of the Director's Subscription to be fair and reasonable insofar as shareholders are concerned.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information, contact:

Nostra Terra Oil and Gas Company plc Paul Welch, CEO	Email:	paul@ntog.co.uk
SP Angel Corporate Finance LLP (NOMAD/Broker) Stuart Gledhill / Richard Hail / Adam Cowl	Tel:	+44 (0) 20 3470 0470
Celicourt Communications (PR/IR) Mark Antelme / Jimmy Lea	Tel: Email:	+44 (0) 20 7770 6424 NTOG@celicourt.uk

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1)    Paul Welch

2)    Dr Stephen Staley

3)    Jim Newman

2

Reason for the notification

a)

Position/status

1)    Chief Executive Officer

2)    Non-Executive Chairman

3)    Non-Executive Director

b)

Initial notification /Amendment

Initial notification

3

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

a)

Name

Nostra Terra Oil and Gas Company plc

b)

LEI

213800JO9A4LO19YJ129

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 of £0.0001 each

GB00BZ76F335

b)

Nature of the transaction

Fundraise of ordinary shares

c)

Price(s) and volume(s)

PDMR	Price	No. of shares
Paul Welch	£0.0002 3	3 4,347,826
Stephen Staley	£0.0002 3	2 1,739,130
Jim Newman	£0.0002 3	6 8,695,652

d)

Aggregated information

- Aggregated volume

- Price

N/A, single transaction

e)

Date of the transaction

2 1 N ovember 2024

f)

Place of the transaction

Outside a trading venue

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