Energia
Falcon Oil & Gas Ltd - Proposed Fundraising and grant of ORRIs to raise gross proceeds of approximately $8.5 million (£6.8 million)
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR FORM PART OF ANY OFFER, RECOMMENDATION, INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY. ACCORDINGLY, THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY OR FILED WITH THE FCA AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OR, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY OR OTHER EVALUATION OF ANY SECURITIES OF THE COMPANY OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THE INFORMATION COMMUNICATED IN 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) ("UK MAR"). I N ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
18 April 2024
Falcon Oil & Gas Ltd
(“ Falcon ”, the “ Company ” or the “ Group ”)
Proposed Fundraising and grant of ORRIs to raise gross proceeds of approximately $8.5 million (£6.8 million)
Falcon Oil & Gas Ltd (AIM: FOG, TSXV: FO.V), the international oil and gas company engaged in the exploration and development of unconventional oil and gas assets, is pleased to announce a proposed placing of new Common Shares of the Company (the " Placing Shares ") at a price of 6p per Placing Share (the " Issue Price ") by way of a conditional placing of the Placing Shares with institutional investors (the “ Placing ”) and proposed direct subscriptions for new Common Shares of the Company (the “ Subscription Shares ”) by certain new and existing investors at the Issue Price (the “ Subscription ”) in order to raise gross proceeds of up to US$4.5 million (c.£3.6 million) (the Placing and the Subscriptions together, the " Fundraising ").
Alongside the Fundraising, Falcon Oil & Gas Australia Limited (“ Falcon Australia ”) has agreed to grant Daly Waters Energy, LP (“ Daly Waters ”) and a major US-based energy industry service provider overriding royalty interests (“ ORRIs ”) over Falcon Australia's working interests in the Beetaloo Sub-Basin exploration permits in return for cash payments of US$3 million and US$1 million, respectively, as further detailed below. Completion of the grant of the ORRIs is subject to agreement of final legal documentation and to submission to the Northern Territory Government, Australia for registration.
The net proceeds of the Fundraising, together with the Company's existing cash resources of c.US$4.3 million, the balance of Falcon's net carry of A$3.75m due from Tamboran and the consideration from the grant of the ORRIs, if finalised, will primarily be used to fund Falcon's share of estimated capital expenditure in respect of the work to be carried out on the proposed Shenandoah South Pilot Project (the “ Pilot ”) in 2024, including the drilling of two 3,000 km horizontal wells and the stimulation and flow test of two wells in the Beetaloo Sub-basin, Australia. These proceeds will also enable Falcon to fund its share of the cost of the planned 330km of 3D seismic survey around the Pilot area, which it is expected will be acquired during Q4 24 with processed results being available by Q1 25.
The Placing is being conducted through a bookbuilding process (the " Bookbuild ") which is being managed by Cavendish Capital Markets Limited (the " Bookrunner ") and will open immediately following the release of this Announcement and will be made available to eligible institutional investors. The Bookrunner is also acting as nominated adviser (for the purpose of the AIM Rules for Companies) to the Company in connection with the Placing.
Certain directors of the Company have indicated that they intend to participate in the Fundraising.
Company Background
Falcon is an international oil and gas company focused on the exploration and appraisal of unconventional oil and gas assets, with the current portfolio focused in Australia, South Africa and Hungary. Its corporate strategy is to explore unconventional oil and gas basins; following successful exploration, continue with appraisal programs to determine commercialisation options; and subsequently monetise assets prior to production.
Falcon Australia owns 22.5% of three exploration permits in the Beetaloo Sub-basin, located in the Northern Territory of Australia (the “ Beetaloo ”) being EP76, EP98, EP117 (the " Beetaloo Exploration Permits ") which represent total gross acreage of 4.6 million, or 1 million acres net to Falcon Australia's 22.5% participating interest.
In 2014, Falcon Australia farmed-out 35% of its participating interest in the Beetaloo Exploration Permits to a subsidiary of Origin Energy Limited (“ Origin ”), and 35% of its interest in the Beetaloo Exploration Permits to Sasol Petroleum Australia Limited (" Sasol "), a subsidiary of Sasol Limited, pursuant to the terms of a farm out agreement (“ Farm-out Agreement ”), in a deal worth A$200 million (c.US$143 million). In 2020, Falcon Australia farmed down a further 7.5% and Origin agreed to increase the gross cost cap of the work program by A$150.5 million (c.US$97 million) to A$263.8 million (c.US$170 million).
In November 2022, Origin completed the sale of 100 per cent of its interest in joint venture to Tamboran (B1) Pty Limited (“ Tamboran B1 ”). Tamboran B1 is the 100% holder of Tamboran B2 Pty Limited, with Tamboran B1 being a 50:50 joint venture between Tamboran Resources Limited and Daly Waters. As part of the transaction, Falcon Australia was granted an additional gross carry on future well costs up to A$30 million (net A$6.75 million to Falcon) and the introduction of drilling spacing units (" DSUs ”) on sole risk operations providing optionality to Falcon Australia on future wells to be drilled.
To date, the JV has drilled eight wells in the Beetaloo region. In December 2023, Falcon announced the successful flow test at Shenandoah South 1H (“ SS1H ”). SS1H was drilled to 4,300 meters TD, including a horizontal section over 1,074m intersecting ~90 meters of the Amungee Member B-shale, representing the thickest section seen in the Beetaloo Sub-basin depocenter to date. Logging of the Amungee Member B-shale formation indicated potentially higher porosity and gas saturation relative to offset wells Initial evaluation confirms reservoir continuity of the Amungee Member B-shale over 150 kilometers between Amungee NW-2H and Beetaloo W-1 wells. Diagnostic fracture injection test (“DFIT”) results demonstrated an over-pressured regime at the Shenandoah South location, with a pore pressure gradient of at least 0.54 psi /ft. This is in line with results demonstrated at the Tanumbirini well (0.51 – 0.56 psi/ft), providing confidence on the ability to replicate or exceed the commercial flow rates achieved at the Tanumbirini location. Stimulation activities which included 10 stimulation stages within the Amungee Member B-shale over a 500-metre horizontal section was completed on 7 December 2023.
In February 2024, the Company announced that the SS1H well achieved an average 30-day initial production (IP30) flow rate of 3.2 million cubic feet per day (MMcf/d) over the 1,644-foot (501 metres), 10 stage stimulated length within the Amungee Member B-Shale, normalised to 6.4 MMcf/d over 3,281-feet (1,000 metres), significantly exceeding pre-drill expectations and achieving what Falcon and its partners believe to be above the commercial threshold required to progress the Beetaloo to the Pilot development during 2024, subject to funding and key stakeholder approvals.
In March 2024, Falcon announced that it had elected to reduce its working interest in the proposed Pilot project from 22.5% to 5%, optimising its interest in the Beetaloo, since Falcon will only have to pay for 5% of the costs of the two wells to be drilled in 2024 as part of the Pilot development, but still retaining a weighted average 10% working interest in the enlarged area of circa 72,000 acres around the Pilot and a 22.5% working interest in the remaining 4.6 million acres (together, the “ Remaining Area ”). Shortly thereafter, the Company announced that the SS1H well achieved an average 60-day initial production (IP60) flow rate of 3.0 million cubic feet per day (MMcf/d) over the 1,644-foot (501 metres), 10 stage stimulated length within the Amungee Member B-Shale, normalised to 6.0 MMcf/d over 3,281-feet (1,000 metres).
Reasons for the Fundraising
The estimated gross capex for work to be carried out on the Pilot development and other Beetaloo related costs in 2024 is c.US$82 million. Under the terms of the Farm-out Agreement, Falcon's net cash contribution is estimated at c.US$9 million, including contingency.
The net proceeds of the Fundraising, together with the Company's existing cash resources of c.US$4.3 million, the balance of Falcon's net carry of A$3.75m due from Tamboran and the consideration payable in respect of the grant of the ORRIs, if finalised, will primarily be used to fund Falcon's share of estimated capital expenditure in respect of the work to be carried out on the Pilot development in 2024, including the drilling of two wells and the stimulation and flow test of two wells in the Beetaloo Sub-Basin, Australia and other related Beetaloo costs. The net proceeds will also enable Falcon to fund its share of the cost of the planned 330km of 3D seismic survey around the Pilot area, which it is expected will be acquired during Q4 24 with processed results being available by Q1 25.
Details of the Placing
The Placing will be managed on the Company's behalf by the Bookrunner in accordance with the terms and conditions set out in Appendix to this Announcement. The Placing is not being underwritten by the Bookrunner. The Company reserves the right to issue and sell a lesser number of Common Shares through the Placing and to settle certain of the Placing Shares by way of a direct subscription with the Company. The Placing will be conducted in accordance with the terms and conditions set out in the Appendix. The Bookbuild, to determine demand for participation in the Placing, will commence with immediate effect following the release of this Announcement and is expected to close no later than 6.30 p.m. UK time on 19 April 2024. However, the timing of the closing of the Bookbuild is at the absolute discretion of the Bookrunner. The Bookrunner and the Company reserve the right to close the Bookbuild earlier or later, without further notice.
The number of Placing Shares and allocations will be determined by the Company and the Bookrunner following the close of the Bookbuild, but the number of Placing Shares and Subscription Shares will not, in aggregate, exceed 133,333,333 Common Shares. The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Common Shares after the date of issue of the Placing Shares.
As detailed in the Appendix, the Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement not being terminated prior to Admission.
This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Information" section of this Announcement and to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix . By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such an offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.
Grant of Overriding Royalty Interests
Alongside the Fundraising, Falcon Australia has entered into agreements (the “ ORRI Agreements ”) granting certain overriding royalty interests over Falcon Australia's working interests in the Beetaloo Sub-Basin exploration permits.
Under the terms of the ORRI Agreements, Falcon Australia has agreed to grant:
Completion of the grant of the ORRIs is subject to agreement of final legal documentation and to submission to the Northern Territory Government, Australia for registration.
Daly Waters is a wholly owned subsidiary of Sheffield Holdings LP, a vehicle controlled by Brian Sheffield, a highly successful investor who has made significant returns in the US unconventional energy sector. Brian Sheffield was Founder of Parsley Energy Inc. (“ PE ”), an independent unconventional oil and gas producer in the Permian Basin, Texas and previously served as its Chairman and CEO. PE was acquired for over US$7 billion by Pioneer Natural Resources Company (“ Pioneer ”), itself a leading independent oil and gas company.
UK Market Abuse Regulation
This Announcement contains inside information for the purposes of Article 7 of UK MAR. Market soundings, as defined in UK MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of Article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities. The person responsible for arranging the release of this announcement on behalf of Falcon is Phillip O'Quigley.
Capitalised terms used but not defined in the text of this Announcement shall have the meanings given to such terms in the sections headed 'Definitions' and 'Glossary' below.
About Falcon Oil & Gas Ltd
Falcon is an international oil and gas company engaged in the exploration and development of unconventional oil and gas assets, with the current portfolio focused in Australia, South Africa and Hungary. Falcon is incorporated in British Columbia, Canada and headquartered in Dublin, Ireland with a technical team based in Budapest, Hungary.
Falcon is listed on AIM and the TSX Venture Exchange Market.
Competent Person's Statement
In accordance with the guidelines of AIM, Dr. Gábor Bada, Falcon Oil & Gas Ltd's Head of Technical Operations, who holds a geology degree from the Eötvös L. University in Budapest, Hungary and a PhD from the Vrije Universiteit Amsterdam, the Netherlands, and is a member of the American Association of Petroleum Geologists, meets the criteria of qualified person under the AIM guidance note for mining and oil and gas companies, has reviewed and approved the technical information contained in this Announcement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
IMPORTANT INFORMATION
The Bookrunner, who is authorised and regulated in the United Kingdom by the FCA, is acting as the Company's nominated adviser (pursuant to the AIM Rules for Nominated Advisers) and the bookrunner to the Company. The Bookrunner is acting exclusively for the Company solely in connection with the Placing and no other person in connection with the Placing. The Bookrunner will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of the Bookrunner nor for providing advice in relation to the transactions and arrangements detailed in this Announcement for which the Company and the Directors are solely responsible. The Bookrunner has not authorised the contents of, or any part of, this Announcement and, without limiting the statutory rights of any recipient of this Announcement, no liability whatsoever is accepted by the Bookrunner for the accuracy of any information or opinions contained in this Announcement or for omissions of any material information for which it is not responsible. The responsibilities of the Bookrunner as the Company's nominated adviser solely for the purposes of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to acquire Common Shares, or otherwise invest, in the Company in reliance on any parts of this Announcement.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates, agents, directors, officers or employees as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to, or publicly available to, any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of the Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing the Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offering of the Placing Shares or possession or distribution of the Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, such restrictions.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('' MiFID II ''); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the '' MiFID II Product Governance Requirements ''), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ''manufacturer'' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the '' Target Market Assessment ''). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
The Announcement contains (or may contain) certain forward-looking statements that are subject to risks and uncertainties. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "may", "should", "plan", "target", "aim" and words of similar meaning or similar expressions or negatives therefor, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as (i) price fluctuations in crude oil and natural gas; (ii) currency fluctuations; (iii) drilling and production results; (iv) reserves estimates; (v) loss of market share and industry competition; (vi) environmental and physical risks; (vii) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (viii) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (ix) economic and financial market conditions in various countries and regions; (x) political risks, including the risks of renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement of shared costs; (xi) drilling wells is speculative, often involving significant costs that may be more than estimated and may not result in discoveries and (xii) changes in trading conditions. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. Statements contained in the Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in the Announcement is subject to change without notice and, except as required by applicable law, neither the Bookrunner nor the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the Announcement. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Placing or otherwise.
The price of Common Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Common Shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.
This Announcement, including the Appendix, is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
This Announcement is for information purposes only and does not constitute, or form part of, a prospectus relating to the Company nor does it constitute or form part of any invitation or an offer to any person, or any public offer, to issue, sell, subscribe for, purchase or otherwise acquire shares or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. No public offering of the Placing Shares is being made in any such jurisdiction.
The securities referred to in this Announcement have not been nor will be registered under the Securities Act, and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to in this Announcement is being made in the United States, United Kingdom or elsewhere.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"£" means the lawful currency of the United Kingdom;
"A$ " means the lawful currency of Australia;
“Admission” means admission of the New Common Shares to trading on AIM and the TSX Venture Exchange Market;
“ Affiliate ” means, in respect of the Bookrunner or the Company (as the context requires), any Associate of the Bookrunner or Company and any of their respective directors, agents, officers and employees;
“ AIM ” means the Alternative Investment Market, a market regulated by the London Stock
Exchange;
“ AIM Rules ” means the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
“ AIM Rules for Companies ” means the rules published by the London Stock Exchange governing admission to AIM and the regulation of companies whose securities are admitted to trading on AIM (and any guidance notes in relation to the foregoing), as each may be amended from time to time;
“ AIM Rules for Nominated Advisers ” means the rules of the London Stock Exchange governing the eligibility criteria, ongoing obligations and disciplinary provisions for nominated advisers, as amended from time to time;
“Announcement” means this announcement and the Appendix;
“ Associate ” means in respect of a person, any holding company, subsidiary undertaking or branch of such person or any holding company, subsidiary undertaking or branch of any such holding company, subsidiary undertaking and branch or any of their respective associated undertakings and “ Associates ” shall be construed accordingly;
“ Bookbuild ” means the bookbuilding process being conducted by the Bookrunner in connection with the Placing;
“ Bookrunner ” means Cavendish Capital Markets Limited, a company incorporated in England and Wales with registered number 06198898;
“ Canadian Securities Laws ” means all applicable Canadian securities laws and the respective rules and regulations under such laws, together with published policy statements, notices and orders of the Securities Commissions;
“Common Shares” means the common shares in the share capital of the Company;
“ Direct Subscribers ” means the persons who have agreed to subscribe for Subscription Shares directly with the Company pursuant to the Subscriptions and have not been introduced to the Company by the Bookrunner;
“ Director ” means a director of the Company;
" EEA " means the European Economic Area;
" EU Prospectus Regulation " means the EU Prospectus Regulation 2017/1129, as amended from time to time;
“ EU Qualified Investor ” has the meaning given to it in Article 2(e) of the EU Prospectus Regulation;
" Falcon Australia " means Falcon Oil & Gas Australia Ltd., an indirect c.98% subsidiary of the Company;
" FCA " means the Financial Conduct Authority;
" FSMA " means the Financial Services and Markets Act 2000, as amended;
“ Fundraising ” means together the Placing and the Subscriptions;
" Group " means the Company and its subsidiary undertakings and Associates and " Group Company " means any one of them;
“ Issue Price ” means £0.06 per New Common Share;
“ London Stock Exchange ” means the London Stock Exchange plc;
“ New Common Shares ” means the Placing Shares and the Subscription Shares;
" Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time;
" Overseas Shareholders " means shareholders with registered addresses, or who are citizens or residents of, or incorporated in, countries outside of the United Kingdom;
" Placees " means persons who have agreed to subscribe for Placing Shares pursuant to the Placing;
“ Placing ” means the proposed placing of the Placing Shares described in this Announcement;
“ Placing Agreement ” means the placing agreement among the Company and the Bookrunner dated 18 April 2024;
“ Placing Shares ” means the new Common Shares that the Company is seeking to issue in the Placing;
" Placing Results Announcement " means the press announcement giving details of, inter alia , the number of Placing Shares to be issued by the Company to Placees at the Issue Price;
" Regulatory Information Service " means any of the services set out in the list of Primary Information Providers maintained by the FCA;
" Securities Act" means United States Securities Act of 1933, as amended;
" Securities Commissions " means the securities commissions or similar regulatory authorities in British Columbia;
“ Subscriptions ” the subscriptions of the Subscription Shares at the Issue Price by the Direct Subscribers;
“ Subscription Agreement ” means the subscription agreements to be entered into between the Company and each of the Direct Subscribers;
“ Subscription Proceeds ” means an amount equal to the product of the Issue Price and aggregate number of Subscription Shares;
“ Subscription Shares ” the subscription for new Common Shares by the Direct Subscribers;
“ TSX Venture Exchange ” means the TSX Venture Exchange Inc;
“ TSX Venture Exchange Market ” means the TSX Venture Exchange market for securities operated by the TSX Venture Exchange;
" TSXV Rules " means the rules, regulations and policies of the TSX Venture Exchange including the TSX Venture Exchange Corporate Finance Manual;
" UK MAR " means the UK version of the Market Abuse Regulation (EU) No 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;
“ UK Prospectus Regulation ” means Regulation (EU) 2017/1129 as amended, as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended);
" UK Qualified Investor " has the meaning given to it in Article 2(e) of the UK Prospectus Regulation;
"US$ " means the lawful currency of the United States; and
" United States " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
EXCHANGE RATES
Conversions from A$ to US$ in this announcement have been conducted at an exchange rate of 1.55:1 being the relevant exchange rate on 18 April 2024. Conversions from US$ to £ in this announcement have been conducted at an exchange rate of 0.8:1 being the relevant exchange rate on 18 April 2024.
GLOSSARY
The following glossary of terms applies throughout this Announcement, unless the context otherwise requires:
“ bbl/MMscf ” means the ratio of hydrocarbon liquids and gas expressed as barrels per million standard cubic feet;
“ mTVD ” means meter true vertical depth;
“ MMscf " means million standard cubic feet of gas;
" MMscf/d " means million standard cubic feet of gas per day;
" petroleum " composite term for natural gas, crude oil and liquids;
" production " means the production of petroleum from a discovery which has been developed; and
" TCF " means trillion cubic feet of gas.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION FOR PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION;
(B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION AND WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND
(C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED,
AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE OR THE TSX VENTURE EXCHANGE OR AN AUTHORISED PERSON WITHIN THE MEANING OF FSMA, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO REPRESENTATION IS BEING MADE AS TO THE AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR THE REOFFER, RESALE, PLEDGE OR TRANSFER OF THE PLACING SHARES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE CANADIAN SECURITIES LAWS, THE PLACING SHARES MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS ACT 2001 (CTH) AND HAS NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION ("ASIC"). ACCORDINGLY, THIS ANNOUNCEMENT DOES NOT CONTAIN THE INFORMATION WHICH WOULD BE CONTAINED IN A PROSPECTUS AND DOES NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE NECESSARY OR DESIRABLE TO ENABLE A POTENTIAL INVESTOR TO PROPERLY EVALUATE AND CONSIDER AN INVESTMENT IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT PURPORT TO BE COMPLETE, NOR DOES IT CONTAIN ALL THE INFORMATION WHICH MAY BE MATERIAL TO A RECIPIENT OF THIS ANNOUNCEMENT. IT SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S OTHER PUBLIC FILINGS WHICH CAN BE FOUND AT WWW.SEDARPLUS.CA. NO OFFER OF SECURITIES IN THE COMPANY IS BEING OR WILL BE MADE IN AUSTRALIA IN CIRCUMSTANCES WHICH WOULD REQUIRE SUCH A PROSPECTUS TO BE PREPARED. THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND IS NOT AND SHOULD NOT BE CONSIDERED AN OFFER OR AN INVITATION TO ACQUIRE ENTITLEMENTS, OR SHARES OR ANY OTHER FINANCIAL PRODUCTS UNDER AUSTRALIAN LAW OR UNDER ANY OTHER LAW.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
This Announcement (or any part of it) does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom, or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement. Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing will be deemed to have read and understood this Announcement, including this Appendix, in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions, and providing the representations, warranties, indemnities, acknowledgements, and undertakings contained in this Announcement.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants, acknowledges and agrees (amongst other things) that:
The Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Details of the Placing
The Bookrunner will commence the Bookbuild in respect of the Placing. The book will open with immediate effect following the release of this Announcement. The Bookrunner has entered into an agreement with the Company (the “ Placing Agreement ”) under which, subject to the terms and conditions set out in that agreement, the Bookrunner has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as full paid and will rank pari passu in all respects with the existing issued Common Shares, including the right to receive dividends and other distributions declared, made or paid in respect of such Common Shares after the date of issue of the Placing Shares.
Application for Admission to trading
Application will be made to:
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti