NOSTRA TERRA OIL AND GAS COMPANY PLC

Related Party Transaction • Mar 4, 2025

National Storage Mechanism | Additional information

RNS Number : 1833Z

Nostra Terra Oil & Gas Company PLC

04 March 2025

 

Nostra Terra Oil and Gas Company Plc

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

4 March 2025

Completion of £500,000 Fundraise

Proceeds will enable NTOG to realise further value from 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 2,173,913,043 new ordinary shares (the "Fundraise Shares") at a price of 0.023p per share (the "Placing Price") (the "Fundraise").

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

"I am pleased to announce that we have successfully completed a further £500,000 fundraise for the progression of our major operational program at the Pine Mills licence in East Texas. With three of the five workovers now completed, and production currently averaging ca.90 bopd over the last 5 days, this additional raise will enable us to finish the workover program, with production anticipated to reach ca. 110 bopd once this is done. Pine Mills continues to be a high-margin asset with considerable organic growth potential and today's funding news enables us to realise further value from the acreage.

"In closing, I would like to thank our new and existing shareholders for their support with this Fundraise. We have ambitious plans for this business, both organic and inorganic, and we look forward to sharing further updates with all our stakeholders in due course."

Application for Admission and Total Voting Rights

An application will be made to the London Stock Exchange for the 2,173,913,043 Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 10 March 2025.

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 6,949,346,617 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 .

Related Party Transaction

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	£15,000	65,217,391	116,231,884	1.67
Jim Newman	£5,000	21,739,130	345,434,782	4.97

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

The Director's Subscriptions are related party transactions for the purposes of AIM Rule 13 of the AIM Rules for Companies. The Director independent of the Fundraise, being Dr Stephen Staley, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of the Director's Subscription are fair and reasonable in so far as the Company's shareholders are concerned.

Premier Miton, a substantial shareholder in the Company, has subscribed for 391,304,348 Fundraise Shares in the Fundraise. The participation of Premier Miton in the Fundraise is also a related party transaction for the purpose of AIM Rule 13 of the AIM Rules for Companies. The Director independent of the Fundraise, being Dr Stephen Staley, considers, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of the Premier Miton's participation is fair and reasonable in so far as the Company's 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)    Jim Newman

2

Reason for the notification

a)

Position/status

1)    Chief Executive Officer

2)    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

b)

Nature of the transaction

Fundraise of ordinary shares

c)

Price(s) and volume(s)

PDMR	Price	No. of shares
Paul Welch	£0.00023	65,217,391
Jim Newman	£ 0.00023	21,739,130

d)

Aggregated information

- Aggregated volume

- Price

N/A, single transaction

e)

Date of the transaction

4 March 2025

f)

Place of the transaction

Outside a trading venue

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