Cancellation of Existing Options, Grant of Options

RNS Number : 8295R

Bahamas Petroleum Company PLC

31 October 2019

 

31 October 2019

Bahamas Petroleum Company plc

("Bahamas Petroleum" or the "Company")

Cancellation of Existing Options & Grant of Options

At the Annual General Meeting ("AGM") of Bahamas Petroleum Company plc, held on 17^th September 2019, shareholders of the Company approved:

1.    The cancellation of all existing options;

2.    The initial grant of 150,000,000 New Options to the Directors, staff and consultants of the Company (out of a total approved pool of 200,000,000 New Options); and

3.    The grant of 25,000,000 options pursuant to the Convertible Note Subscription Agreement entered into on 9 October 2019 with Bizzell Capital Partners Pty Ltd and MH Carnegie & Co Pty Ltd.

The Company has thus, effective 31 October 2019, proceeded to enact each of these items in accordance with the approvals provided by the Company's shareholders. Full details of each of these items, including the terms of conditions of each, were set out in the Company's Notice of Annual General Meeting (the "Notice"), dated 21 August 2019, and are summarised for the ready information of shareholders in the Appendix to this announcement.

For further information, please contact:

Bahamas Petroleum Company plc Simon Potter, Chief Executive Officer	Tel: [phone]
Strand Hanson Limited - Nomad Rory Murphy / James Spinney	Tel: [phone]
Shore Capital Stockbrokers Limited Jerry Keen / Toby Gibbs	Tel: [phone]
CAMARCO Billy Clegg / James Crothers	Tel: [phone]

www.bpcplc.com

Regulatory Statements

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

APPENDIX: DETAILS

1.    Cancellation of Existing Options

By agreement with relevant option holders, the Company has, effective 31 October 2019, cancelled all 68.85 million existing options over ordinary shares in the Company, as approved by shareholders at the AGM.

2.    Grant of New Options to the Directors, staff and consultants of the Company

Effective 31 October 2019, New Options have been issued to the Directors, staff and consultants of the Company in three tranches, summarised as follows:

(i)            Series A: 50,000,000 New Options, fully vested, immediately exercisable, exercise price of 2.22p per New Option (consistent with the exercise price of existing Options being cancelled);

(ii)           Series B: 50,000,000 New Options, that will vest and become exercisable at such point in time as the Board, having consulted with the relevant advisers to the Company, determines that the cost of an initial exploration well is fully funded on an unconditional basis, exercise price of 2.4p per New Option;

(iii)          Series C: 50,000,000 New Options, that will vest and become exercisable at such point in time as the initial exploration well commences, exercise price of 2.8p per New Option.

All New Options, if not exercised, will expire five years after the date of issue. The New Options are not quoted or traded on AIM; on exercise, the Company will make application for the new ordinary shares arising to be admitted for trading on AIM.

The New Options have been allocated as follows:

OPTIONHOLDER	SERIES A	SERIES B	SERIES C
William Schrader	1,500,000	750,000	750,000
James Smith	750,000	375,000	375,000
Eddie Shallcross*	750,000	375,000	375,000
Ross McDonald	750,000	375,000	375,000
Adrian Collins	750,000	375,000	375,000
Simon Potter	20,000,000	15,000,000	25,000,000
Other executives, employees and consultants, in aggregate	25,500,000	32,750,000	22,750,000
Total:	50,000,000	50,000,000	50,000,000

*Options granted to the estate of Edward Shallcross following his passing away on 14 October 2019

3.    Grant of options pursuant to the Convertible Note Subscription Agreement

Pursuant to the Convertible Note Subscription Agreement entered into on 9 October 2019 with Bizzell Capital Partners Pty Ltd and MH Carnegie & Co Pty Ltd, 25,000,000 options have been granted to these parties with an exercise price of 2 pence per share immediately exercisable for a period of 4 years.  Of the total options granted, 6,250,000 options have been granted to Bizzell Capital Partners Pty Ltd and 18,750,000 options have been granted to MH Carnegie & Co Pty Ltd.

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