NOSTRA TERRA OIL AND GAS COMPANY PLC

Director's Dealing • Jul 29, 2024

National Storage Mechanism | Additional information

RNS Number : 1115Y

Nostra Terra Oil & Gas Company PLC

29 July 2024

 

Nostra Terra Oil and Gas Company Plc

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

29 July 2024

£450,000 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 £450,000 (before expenses) through a subscription and placing of 1,499,999,998 new ordinary shares (the "Fundraise Shares") at a price of 0.03p per share (the "Placing Price") (the "Fundraise"). Net funds will be used to invest in a workover and ongoing development programme at its principal producing asset Pine Mills, to increase production and cash flow in the near term along with general working capital.

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

"Today's fundraise is an important step in the rebuilding of NTOG as it enables us to put the proceeds to work into identified workover opportunities that should significantly increase production at Pine Mills.  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 1,499,999,998 Fundraise Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 2 August 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 2,521,520,532 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	£5,000	16,666,667	16,666,667	0.66%
Dr Stephen Staley	£5,000	16,666,667	24,833,334	0.98%
Jim Newman	£30,000	100,000,000	215,000,000*	8.53%

*including 115,000,000 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, along with a subscription amounting to £50,000 for 166,666,662 Ordinary Shares by Premier Miton Group plc (the "Premier Miton Subscription"), a 10.13% shareholder in the Company, are related party transactions under the AIM Rules for Companies. Accordingly, John Stafford, the independent director, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Director's Subscription and Premier Miton Subscription to be fair and reasonable insofar as shareholders are concerned. The Placing Price is at a discount of 0.05p ("Discount") to the closing price on AIM on Friday 26 July 2024 of 0.08p and the Fundraise Shares represent approximately 147% of the Company's existing ordinary shares in issue. In coming to his conclusion, the Independent Director has inter alia considered the requirement for funding to develop the Company's main asset and terms which investors generally are prepared to invest the necessary funding as advised by the Company's Broker.

In connection with the Fundraise, 41,000,000 broker warrants have been granted to SP Angel Corporate Finance LLP, exercisable at the Placing Price with a two-year expiry.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

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
Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish	Tel:	+44 (0) 20 7628 3396
SP Angel Corporate Finance LLP (Broker) 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	£0.0003	16,666,667
Stephen Staley	£0.0003	16,666,667
Jim Newman	£0.0003	100,000,000

d)

Aggregated information

- Aggregated volume

- Price

N/A, single transaction

e)

Date of the transaction

29 July 2024

f)

Place of the transaction

Outside a trading venue

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ROIPPUQUMUPCGBR