TIDMAOGL
RNS Number : 3490F
Attis Oil and Gas Ltd
16 November 2020
7.15am 16 November 2020
Attis Oil & Gas Limited
("Attis")
Helium One Placing and Subscription raising GBP6 million,
Amalgamation with Attis Oil & Gas Limited and Proposed
Admission to AIM
Attis Oil and Gas Limited (AIM:AOGL) is pleased to announce,
further to the announcement of 5 November 2020, that Helium One
Global Ltd ("Helium One" or the "Company") has published its
Admission Document in connection with its proposed admission to
trading on AIM ("Admission") and conditional placing and
subscription to raise GBP6 million, before expenses
("Placing").
Key Points
-- GBP6 million raised (before expenses) by the conditional
Placing of 211,267,597 ordinary shares at 2.84 pence per share
-- The Placing attracted strong support from institutional and
other investors and was significantly oversubscribed.
-- Net Proceeds will primarily be used to fund infill seismic
acquisition and three well drilling programme in Q1/Q2 2021
targeting high priority Prospects over the Rukwa Project.
-- Admission is expected to become effective and dealings in the
Ordinary Shares will commence on AIM at 8.am on 4 December
2020.
Further details of the Amalgamation and on Helium One will be
included in the Notice of General Meeting which has been posted to
Attis Shareholders (see separate announcement) and in the Helium
One Admission Document which is available both on the Company's
website as well as the Attis website.
Investors are advised that material conditions, including
obtaining Attis Shareholder approval for the Amalgamation and
associated cancellation of the Attis Shares on AIM, remain
outstanding and therefore there can be no guarantee that the
Amalgamation will proceed as detailed here.
Attis Chairman, Paolo Amoruso, commented:
"We are delighted with the market reaction that we have seen
following our announcement about Helium One and during this
Placing. This endorses our view that this transaction is excellent
news for the shareholders of Attis and offers them the opportunity
to be part of a company which we believe has very significant
potential going forward."
Helium One CEO, David Minchin, commented:
"We are delighted with the response that we have seen during
this oversubscribed fundraise. We have seen significant appetite to
be part of the Helium One story with investor demand of over GBP8.5
million. The GBP6 million raised in the Placing will provide us
with sufficient capital to ensure delivery of our aggressive
drilling programme. This programme will help us prove up what we
believe is an asset that has strategically global implications and
the ability to assist with the supply of the world's helium demand
for a number of years going forward. We look forward to welcoming
our new shareholders to the Company upon our Admission to AIM in
December."
For further information visit www.attisog.com or contact the
following:
Paolo Amoruso Attis Oil & Gas Ltd +1 713 869 1544
David Minchin Helium One Global Ltd +44 20 7920 3150
Roland Cornish Beaumont Cornish Ltd +44 20 7628 3396
James Biddle Beaumont Cornish Ltd +44 20 7628 3396
Duncan Vasey Peterhouse Capital Limited +44 20 7220 9792
Lucy Williams Peterhouse Capital Limited +44 20 7220 9792
Nick Elwes Tavistock PR +44 20 7920 3150
Charlie Vivian Tavistock PR +44 20 7920 3150
Details of the Placing and Subscription
The Placing and Subscription Shares comprise 211,267,597 new
Ordinary Shares being issued by the company at a price of 2.84p per
share. The Placing will raise GBP6 million for the Company before
expenses. On Admission, at the Placing Price, the Company will have
a market capitalisation of approximately GBP14.1 million.
The bookbuild process, led by joint brokers Peterhouse and Pello
Capital, was well supported by investors. Target minimum capital
raise of GBP5 million was exceeded with the Company receiving
demand for over GBP8.5 million in new capital.
Net proceeds of GBP5.35 million, together with the Group's
existing resources, will be used to fund the three well drilling
programme targeting high priority Prospects over the Rukwa Project
defined through seismic mapping, gravity gradiometry and soil gas
helium anomalism. Additionally funds have been allocated for an
infill seismic programme which complements the planned drilling
programme with improved resolution over identified trap structures
to refine drill targeting.
Placing, Amalgamation and Admission Statistics*
Placing Price 2.84 pence
Enlarged Issued Share Capital 496,893,111
----------------
Percentage of the Enlarged Issued Share
Capital represented by the Placing Shares
and Subscription Shares 42.54%
----------------
Market capitalisation of the Company at GBP14.1 million
the Placing Price
----------------
ISIN VGG4392T1075
----------------
SEDOL BKPS321
----------------
AIM symbol HE1
----------------
The Amalgamation
As announced by the Company on 5 November 2020, the Company
entered into a binding Amalgamation Agreement with Helium One
Treasury, a 100 per cent. owned subsidiary of Helium One Global
Limited, a company focused on exploration and development of the
globally significant Rukwa Helium Project in Tanzania.
The Amalgamation Agreement sets out the commercial terms of a
proposed merger by way of an amalgamation under BVI law
("Amalgamation").
Under the terms of the Agreement, on completion of the
Amalgamation all existing Attis Shares will be cancelled and Attis
Shareholders will be issued with 1 Helium One Ordinary Share at
2.84p per Share for every 236 Attis Ordinary Shares (held at close
of business on 1 December 2020), which values Attis at a fixed
amount of approximately GBP1.76 million, representing a value of
0.012p for each Attis Ordinary Share. Attis shareholders will hold
approximately 13 per cent. of the enlarged Helium One Group on
Admission.
The Amalgamation represents what the Directors believe to be a
transformational and potentially value enhancing transaction for
Shareholders, giving them the opportunity to participate as
investors in a globally unique, large-scale, high-grade, primary
helium project.
Further information on Helium One
Helium One has identified a globally unique, large-scale,
high-grade, primary helium project in Tanzania with the potential
to resolve a supply-constrained market.
Helium One's assets are located within the rift basins on the
margin of the Tanzanian Craton. Through Helium One's subsidiary
companies Gogota (Tz) Limited, Stahamili (Tz) Limited and Njozi
(Tz) Limited, the Company has secured 18 Prospecting Licences
covering more than 4,512 km(2) in three distinct project areas: the
Rukwa, Balangida and Eyasi projects. These are located near surface
seeps with helium concentrations ranging up to 10.5% He by
volume.
The Rukwa Project or Rukwa, Helium One's main project, is
located within the Rukwa Rift Basin covering 3,448km(2) in
south-west Tanzania. The project is considered to be an advanced
exploration project and the company has identified 21 prospects and
4 leads based on historical drilling, reprocessed seismic lines,
high resolution gravity survey, and surface seeps analysis.
SRK Consulting have reported a 'Best Estimate' Un-risked
Prospective Resource of 138 Bcf (2U/P50 - see Technical Glossary)
for the Company's Rukwa Project, meaning that the project has
potentially strategic global implications with the ability to
significantly resolve helium supply/demand issues.
Helium One's additional two projects, Eyasi and Balangida, which
cover areas of 804km(2) and 260km(2) respectively, are located in
north central Tanzania. Both have exceptional helium gas
concentrations at surface, and ideal geology for source, reservoir,
trap and seal. These projects are not as advanced in their
exploration as Rukwa; however, Helium One has commenced work
programmes, including an airborne gravity survey, to define the
prospective sub-surface structures.
All Helium One's licences are held on a 100% equity basis and
are in close proximity to the required infrastructure.
Technical Glossary
1U (low) With respect to resource categorization, this is
considered to be a conservative estimate of the quantity that will
actually be recovered from the accumulation by a project. If
probabilistic methods are used, there should be at least a 90 per
cent. probability (P90) that the quantities actually recovered will
equal or exceed the low estimate.
2U (best) With respect to resource categorization, this is
considered to be a best estimate of the quantity that will actually
be recovered from an accumulation by a project. If probabilistic
methods are used, there should be at least a 50 per cent.
probability (P50) that the quantities actually recovered will equal
or exceed the best estimate.
3U (high) With respect to resource categorization, this is
considered to be an optimistic estimate of the quantity that will
actually be recovered from an accumulation by a project. If
probabilistic methods are used, there should be at least a 10 per
cent. probability (P10) that the quantities actually recovered will
equal or exceed the high estimate.
2D Two-dimensional
Bcf billions of cubic feet
He Helium
MMcf millions of cubic feet
MMcf/d millions of cubic feet per day
Lead An anomaly, such as a geologic structure or a seismic
amplitude anomaly, that potentially hosts an economic accumulation.
Leads are less well defined than a prospect, and typically require
more geophysical data acquisition to be elevated to prospect
status.
Prospect A prospect is commonly an anomaly, such as a geologic
structure or a seismic amplitude anomaly, that potentially hosts an
economic accumulation
Rift basin Region in which the Earth's crust is pulling apart
and creating normal faults and down-dropped areas or
subsidence.
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