Falcon Oil & Gas Ltd. - US$10 million Private Placement with US
Strategic Investor And US$6 million Acquisition of Overriding
Royalty Interest
Falcon Oil & Gas
Ltd.(“Falcon” or the
“Company”)
US$10 million
Private Placement with US
Strategic InvestorAndUS$6 million
Acquisition of Overriding Royalty Interest
NOT FOR DISSEMINATION IN THE UNITED STATES OR
THROUGH U.S. NEWSWIRE SERVICES
31 March 2022 - Falcon Oil & Gas Ltd. (TSXV:
FO, AIM: FOG) is pleased to announce that it has received a
subscription from Sheffield Holdings LP
(“Sheffield”) for a US$10 million private
placement through the issue of 62,500,000 Common Shares (“the
Placing Shares”) at a price of CAD$0.20 per share (“the Placing”).
Following the placement Sheffield will hold a total of 90,443,607
Common Shares of Falcon, representing 8.66% of Falcon’s issued and
outstanding Common Shares.
Falcon Oil & Gas Australia Limited
(“Falcon Australia”) has also agreed to grant
Sheffield a 2% overriding royalty interest (“ORRI”) over Falcon
Australia’s 22.5% working interest in the Beetaloo Sub-Basin
exploration permits in return for a cash payment of US$6 million.
The 2% ORRI is being granted to Sheffield calculated on equal
economic terms as the existing 3% ORRI with the TOG Group. The cash
proceeds of US$6 million will be used to exercise Falcon
Australia’s call option to reduce the existing ORRI with the TOG
group from 3% to 1%, which is expected to take place before 30
April 2022. The assets subject to the ORRI are not currently
revenue generating and there are no profits or losses attributable
to them. These changes to the ORRI’s, will be submitted to the
Northern Territory Government, Australia for registration.
Details of the PlacingThe
completion of the Placing is subject to approval of the TSX Venture
Exchange. A further update on Admission will be provided in due
course. The Placing Shares will not trade on the TSX Venture
Exchange Market until the date that is four months and a day after
the day of issuance. The Company’s total issued share capital
following Admission will be 1,044,347,425 Common Shares. The
information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014. Upon the publication of
this Announcement this inside information is now considered to be
within the public domain.
The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
State or to, of for the account or benefit of, U.S. persons absent
registrations or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in which such offer, solicitation or sale
would be unlawful.
Use of
Funds The Placing will add US$10
million to the Company’s cash balance of US$8.4 million as at 28
February 2022, which leaves Falcon in a strong financial position
well ahead of future decisions on the Beetaloo
project.
Philip O’Quigley (CEO of Falcon)
commented:“Falcon is very pleased that Bryan Sheffield of
Sheffield Holdings LP has increased his strategic stake in the
Company at this time. Bryan is a highly successful investor and has
made significant returns in the US unconventional energy sector in
the past. He 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 and with the PE acquisition
became a Permian pure play company. Pioneer has a current market
capitalisation of c. US$60 billion.”
Bryan Sheffield of Sheffield Holdings LP
commented:‘‘Falcon and its partner have the largest
acreage (4.6 million acres) position centred over the Beetaloo
Sub-Basin. The Beetaloo is emerging as a world class shale
gas basin with stacked pay potential from several shale intervals.
Flow tests from the B Shale of the Amungee Member have confirmed a
productive dry gas system in place. Geologic and engineering data
from test wells across the Sub- basin have similar properties to
some of the highly successful shale gas plays in the United States.
The Beetaloo Sub-Basin is still in the exploration and appraisal
phase, but with continued good well results, Falcon is well
positioned to become a key supplier of low carbon energy to
Australia and to the world within a few short years. I am delighted
to have this opportunity to acquire a significant interest in
Falcon and gain exposure to their net 1 million acres in what may
become one of the biggest shale plays in the world.’’
Ends.
CONTACT DETAILS:
Falcon Oil & Gas Ltd.
|
+353 1 676 8702 |
Philip O'Quigley, CEO |
+353 87 814 7042 |
Anne Flynn, CFO |
+353 1 676 9162 |
|
Cenkos Securities plc (NOMAD & Broker) |
|
Neil McDonald / Derrick Lee |
+44 131 220 9771 |
|
|
Camarco |
|
Billy Clegg / Rebecca Waterworth |
+44 (0)20 3781 8331 |
About Falcon Oil & Gas
Ltd.Falcon Oil & Gas Ltd is an international oil &
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 Oil &
Gas Ltd is incorporated in British Columbia, Canada and
headquartered in Dublin, Ireland with a technical team based in
Budapest, Hungary.
Falcon Oil & Gas Australia Limited is a c.
98% subsidiary of Falcon Oil & Gas Ltd. Falcon Oil & Gas
Australia Limited and a wholly-owned subsidiary of Origin Energy
Limited (ASX: ORG) (“Origin Energy”) are joint
venture partners in respect of the Beetaloo project.
For further information on Falcon Oil & Gas
Ltd. please visit www.falconoilandgas.com
Glossary of terms
Admission |
means admission of the Placing Shares to trading on AIM |
Announcement |
means this announcement |
Common Shares |
means the common shares in the share capital of the Company |
CAD$ |
Canadian dollar |
US$ |
United States dollars |
|
|
|
Advisory regarding forward looking
statementsCertain information in this press release may
constitute forward-looking information. Any statements that are
contained in this news release that are not statements of
historical fact may be deemed to be forward-looking information.
Forward-looking information typically contains statements with
words such as “may”, “will”, “should”, “expect”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “projects”, “dependent”,
“potential”, “scheduled”, “forecast”, “outlook”, “budget”, “hope”,
“support” or the negative of those terms or similar words
suggesting future outcomes. In particular, forward-looking
information in this press release includes, but is not limited to,
comments made with respect to the private placement and overriding
royalty, the anticipated completion of such transactions and the
use of proceeds therefrom and the development of the Beetaloo
project by the Company and its joint venture partner. This
information is based on current expectations that are subject to
significant risks and uncertainties that are difficult to predict.
The risks, assumptions and other factors that could influence
actual results include assumptions regarding all necessary
regulatory approvals relating to the proposed transactions being
obtained; risks associated with fluctuations in market prices for
shale gas; risks related to the exploration, development and
production of shale gas reserves; general economic, market and
business conditions; substantial capital requirements;
uncertainties inherent in estimating quantities of reserves and
resources; extent of, and cost of compliance with, government laws
and regulations and the effect of changes in such laws and
regulations; the need to obtain regulatory approvals before
development commences; environmental risks and hazards and the cost
of compliance with environmental regulations; aboriginal claims;
inherent risks and hazards with operations such as mechanical or
pipe failure, cratering and other dangerous conditions; potential
cost overruns, drilling wells is speculative, often involving
significant costs that may be more than estimated and may not
result in any discoveries; variations in foreign exchange rates;
competition for capital, equipment, new leases, pipeline capacity
and skilled personnel; the failure of the holder of licenses,
leases and permits to meet requirements of such; changes in royalty
regimes; failure to accurately estimate abandonment and reclamation
costs; inaccurate estimates and assumptions by management and their
joint venture partners; effectiveness of internal controls; the
potential lack of available drilling equipment; failure to obtain
or keep key personnel; title deficiencies; geo-political risks; and
risk of litigation.
Readers are cautioned that the foregoing list of
important factors is not exhaustive and that these factors and
risks are difficult to predict. Actual results might differ
materially from results suggested in any forward-looking
statements. Falcon assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Falcon. Additional information identifying risks and
uncertainties is contained in Falcon’s filings with the Canadian
securities regulators, which filings are available at
www.sedar.com, including under "Risk Factors" in the Annual
Information Form.
Neither the 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.
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