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or Name
USA
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Falcon Oil & Gas Ltd
Symbol FO
Shares Issued 696,954,500
Close 2013-03-13 C$ 0.245
Market Cap C$ 170,753,853
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Falcon Oil applies to AIM, ESM, arranges financing

2013-03-14 06:34 ET - News Release

Mr. John Craven reports

FALCON OIL & GAS LTD.: PROPOSED ADMISSION TO TRADING ON AIM AND ESM US$25 MILLION (GBP 16.9 MILLION) PLACING

Falcon Oil & Gas Ltd. has applied for admission to trading on the Alternative Investment Market of the London Stock Exchange (under ticker symbol FOG) and the Enterprise Securities Market of the Irish Stock Exchange (under ticker symbol FAC) of the company's existing share capital and the additional 120,381,973 new common shares in the capital of the company to be issued pursuant to the concurrent conditional brokered private placement of new common shares at a price of 14 pence (21.5 cents) per share to raise gross proceeds of $25-million (U.S.) (16.9 million pounds). It is expected that dealings will commence on AIM and ESM on March 28, 2013.

     DIRECTORS AND SHAREHOLDERS PARTICIPATING IN THE PRIVATE PLACEMENT
                                                                        % of
                                                                    enlarged
                             Existing        Placing      Enlarged     share
                         shareholding  participation  shareholding   capital
                                                                            
John Craven                   500,000      2,357,143     2,857,143     0.35%
Philip O'Quigley            1,000,000        513,696     1,513,696     0.19%
Gregory Smith                 420,000         50,000       470,000     0.06%
David Harris                        -        150,000       150,000     0.02%
Soliter Holdings Corp.     85,572,277     27,237,857   112,810,134    13.80%
Persistency                49,269,484     10,035,000    59,304,484     7.26%

The board of Falcon believes that a listing on AIM and ESM will give the company access to additional sources of finance not currently available to it, providing the company with further opportunities to finance growth in the future, including work in Australia and South Africa, potential strategic acquisitions. In addition a listing on AIM and ESM is also closer to the new corporate headquarters in Dublin, Ireland, and is intended to establish a broad institutional shareholder base in London and increase liquidity of the stock.

The board intends to use the proceeds of the placing to repay the company's outstanding debentures, to finance the group's work commitments in Australia and South Africa, to enable the company to make strategic acquisitions and for general corporate purposes.

Davy is acting as Falcon's nominated adviser, ESM adviser and joint broker in connection with the placing and the admission, and GMP Securities Europe LLP is acting as joint broker in connection with the placing. Pursuant to a placing agreement, the company has agreed to pay each of GMP and Davy 1 per cent on the total value of common shares placed with certain existing shareholders prior to the admission who are also placees in the placing, and 5 per cent on the total value of the common shares placed pursuant to the placing by each of Davy and GMP with placees other than such existing shareholders. Such amounts will be withheld by Davy and GMP from the proceeds of the placing with the balance to be paid to the company by Davy and GMP, as applicable, on the closing of the placing, which is currently expected to occur within three business days of admission.

The placing is conditional on approval from the TSX Venture Exchange. The new common shares while freely tradable on the AIM and ESM market immediately after admission cannot trade over the TSX-V for a period of four months and one day.

Key highlights

Falcon has an internationally diverse portfolio:

  • The group has existing interests covering approximately 14.75 million acres;
  • Australia -- four exploration permits covering approximately seven million acres in the Beetaloo basin;
  • South Africa -- technical co-operation permit covering approximately 7.5 million acres onshore Karoo basin;
  • Hungary -- Mako production licence adjacent to Algyo field;
  • The board currently believes that these are some of the most prospective unconventional oil and gas basins in the world.

Balanced portfolio with significant upside potential:

  • Estimated gross unrisked recoverable prospective resources (play level) of 162 trillion cubic feet of gas and 21,345 million barrels of oil (P50) in the group's Beetaloo exploration permits in Australia;
  • Gross unrisked recoverable prospective gas resources of 568 billion cubic feet (P50) (the Algyo play);
  • Gross recoverable contingent resources of 35.3 trillion cubic feet of gas and 76.7 million barrels of oil (P50) (the Deep Mako trough) in the Mako production licence in Hungary.

Falcon has established partners in place in each country:

  • Partnered with significant, well-established multinational energy companies;
  • Hess and Naftna Industrija Srbije Jsc carrying the company through the initial respective work programs and providing technical skills and financial resources in Australia and Hungary;
  • Joint co-operation agreement with Chevron in South Africa.

Operating in countries that support the exploitation of unconventional oil and gas:

  • Regions characterized by high regional demand for energy;
  • Jurisdictions with governments that the board believes are favourable toward unconventional oil and gas exploration.

Falcon has an experienced board and management team:

  • Individuals with established records in acquiring and developing oil and gas assets;
  • Non-executive chairman John Craven -- petroleum geologist with 35 years of E&P experience -- current chief executive officer of Discover Exploration, formerly Cove Energy, Petroceltic and Dana Petroleum;
  • Chief executive officer Philip O'Quigley with 20 years E&P experience -- previously finance director of Providence Resources.

Mr. O'Quigley commented: "I am delighted to announce our application for admission to trading on AIM and the ESM and the placing of $25-million (U.S.); we feel that this is the right time to bring the company to AIM and ESM in order to further support the next stage of Falcon's development.

"With our established portfolio in Australia, South Africa and Hungary, we are differentiated from our peers in the unconventional sector and we believe that the admission will be an important step in the group's continued growth, allowing the company access to additional sources of finance, as we and our partners strive to realize the value proposition from the large resource potential contained within our asset portfolio."

We seek Safe Harbor.

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