Notice of GM and Investment update

RNS Number : 6093F

Solo Oil Plc

19 May 2017

 

FOR IMMEDIATE RELEASE, Embargoed until 7 am                                                       19 May 2017

SOLO OIL PLC

("Solo" or the "Company")

Notice of General Meeting

and Investment Update

Solo Oil plc (AIM: SOLO), the natural resources investment company focused on acquiring and developing a diverse global non-operated portfolio of strategic oil and gas assets, today posted to Shareholders a circular, notice and related documents ("the Documents") convening a General Meeting of the Company to be held at the offices of Buchanan; 3^rd Floor, 107 Cheapside, London, EC2V 6DN on 8 June 2017 at 10.00 am.   The Documents are available on the Company's website www.solooil.co.uk and copies of the Document will be available free of charge during normal business hours on any weekday (except public holidays) from the registered office of the Company at Suite 3B, Princes House, 38 Jermyn Street, London, SW1Y 6DN, UK from the date of this announcement until the date of the General Meeting.

The meeting has been called to seek Shareholder approval for (i) an update of the Company's Investing Policy in line with the clarity prescribed by the current market guidelines, and (ii) authority for the allotment of shares necessary to make the second stage investment into Helium One Limited and to raise further capital as appropriate to pursue investments potentially available in the current market. 

A letter from the Chairman extracted from the circular and outlining the background to the resolutions is attached in Appendix II below.   Details of the resolutions can be found on the Company's website.

Investment Update

Helium One Limited

On 22 March 2017 Solo announced an agreement to acquire a 10% interest in Helium One Limited ("Helium One or HE1"), the pure play helium explorer in Tanzania, with an additional call option to acquire a further 10% interest ("Second Investment") within 90 days.  The first investment of 10% has been completed and in the light of market conditions the parties have reassessed the terms of the Second Investment. The Second Investment is intended to close on or before 30 June 2017 with a long stop date of 31 July 2017 to provide for any delays in certain regulatory approvals in Tanzania.

The Second Investment exercise price has been reduced from £4.0 million (£2.0 million in cash and £2.0 million by the issue to Helium One of ordinary shares in Solo) to £3.0 million in cash. Upon exercising the Second Investment Helium One will grant to the Company the further right to subscribe for ¼ of a share in Helium One for every one share subscribed for under the Call Option exercisable for a period expiring 31 December 2017 with an exercise price of US$0.40 per share.

As announced on 9 May 2017, Helium One has completed the acquisition of an airborne gravity and magnetics survey and has approved the continuation of the soil and groundwater sampling surveys, following the successful results of the first phase sampling.  Work is progressing on track for the 2018 drilling of the Rukwa project area, where there are independently certified most likely prospective gross in place helium volume of approximately 99 billion cubic feet ("bcf"). Current global Helium demand is approximately 6 bcf, therefore the scale of this resource makes the Rukwa project of strategic global importance to the future supply for Helium over the coming decades. With limited new Helium supply coming on stream and the shut down of the US Federal helium reserve in 2021, Helium One is well placed to potentially become a significant player in the global Helium market.

Ruvuma PSC, Tanzania

Following the drilling and successful testing of the Ntorya-2 appraisal well in the onshore Ruvuma Petroleum Sharing Contract ("PSC") area in Tanzania the gas associated with the Ntorya appraisal area has been substantially increased to a most likely discovered gross gas in place of 466 bcf. Based on this, a 25-year development license is being sought from the Tanzanian authorities and Solo plans to seek a partner for its future involvement in the development so as to fund the Solo share of the development costs.

Solo owns a 25% non-operating interest in the Ruvuma PSC, and the Ntorya-1 and Ntorya-2 wells, which are operated by Aminex plc. 

Horse Hill Discovery, UK

As previously announced on 4 April 2017, an application for long term production testing and further appraisal drilling was submitted to Surrey County Council in October 2016, and is now scheduled to be decided at the Council's planning committee meeting in July 2017.  Solo continues to anticipate that these operations will therefore commence in the second half of 2017 upon grant of the necessary remaining regulatory permissions.

The Horse Hill-1 well ("HH-1") Kimmeridge Limestone and Portland Sandstone conventional oil discovery is located within onshore exploration Licence PEDL137, on the northern side of the Weald Basin, approximately 3 kilometres north of Gatwick Airport. As previously reported in February and March 2016, two naturally-fractured limestone members within the Kimmeridge section, known as KL3 and KL4, flowed dry, 40 degree API oil, at an aggregate stabilised natural flow rate of 1,365 barrels per day ("bopd") with no indication of depletion. The overlying Portland flowed dry, 35-37 degree API gravity crude at a stable pumped rate of 323 bopd. The Portland was produced at the rod-pump's maximum achievable rate and thus flow was constrained by the pump's mechanical capacity.

Licence PEDL137 is operated by Horse Hill Developments Limited ("HHDL") which holds a 65% interest and is the licence's operator.  Solo has a 10% ownership of HHDL which represents a 6.5% working interest in HH-1 and PEDL137.

Neil Ritson, Solo's Chairman commented:

"Solo's original Tanzanian gas portfolio is maturing and we are reviewing our various options with regards to monetising a portion of the Ruvuma PSC during the development of the Ntorya gas condensate discovery in order to fund future participation in the licence and in doing so, extract maximum value on behalf of our shareholders.  

Ruvuma is the model case study for Solo's investment strategy in terms of building a material position in an exciting early stage project and then leveraging our technical capabilities to progress the asset to a monetisation point. We are hoping to replicate this model with the exciting opportunity with Helium One and wish to accumulate a material interest now at an attractive pricing point.  We see very significant upside potential from the Helium One investment and are pleased to have renegotiated the call option on more favourable terms and hope shareholders share our excitement for this unique investment opportunity.

The balance of this year is likely to also present several further investment opportunities as traditional hydrocarbon markets stabilise and additional international assets become available at favourable valuations."

Qualified Person's Statement:  

The information contained in this announcement has been reviewed and approved by Neil Ritson, Chairman and Director for Solo Oil plc, who has over 38 years of relevant experience in the oil industry.  Mr. Ritson is a member of the Society of Petroleum Engineers (SPE), an Active Member of the American Association of Petroleum Geologists (AAPG) and is a Fellow of the Geological Society of London (BGS).

For further information:

Solo Oil plc Neil Ritson / Dan Maling	[phone]
Beaumont Cornish Limited Nominated Adviser and Joint Broker Roland Cornish	[phone]
Shore Capital Joint Broker Jerry Keen Beaufort Securities Joint Broker Jon Belliss Buchanan (PR) Ben Romney / Chris Judd / Henry Wilson	[phone] [phone] [phone]

Glossary

API gravity	a measure of oil density. API gravity is the inverse measure of a petroleum liquid's density relative to that of water, which is designated with a value 10.  If one petroleum liquid is less dense than another, it has a greater API gravity
bcf	billion cubic feet
bopd	barrels of oil per day
discovery	a discovery is a petroleum accumulation for which one or several exploratory wells have established through testing, sampling and/or logging the existence of a significant quantity of potentially moveable hydrocarbons
gas in place (OIP)	gas in place is the quantity of gas that is estimated to exist originally in naturally occurring accumulations before any extraction or production
limestone	a sedimentary rock predominantly composed of calcite (a crystalline mineral form of calcium carbonate) of organic, chemical or detrital origin. Minor amounts of dolomite, chert and clay are common in limestones. Chalk is a form of fine-grained limestone
most likely	the most likely estimate of a parameter based on all available data, also often termed the P50 (or the value of a probability distribution of outcomes at the 50% confidence level)
PEDL	Petroleum Exploration and Development License, in the UK
PSC	Petroleum Sharing Contract
reservoir	a subsurface rock formation containing an individual natural accumulation of moveable petroleum
sandstone	a clastic sedimentary rock whose grains are predominantly sand-sized. The term is commonly used to imply consolidated sand or a rock made of predominantly quartz grains

Appendix I

Expected Timetable of events

Publication of this document and posting to Shareholders	19 May 2017
Latest time and date for receipt of Forms of Proxy	10 am on 6 June 2017
General Meeting	8 June 2017

Appendix II

18 May 2017

Dear Shareholders

1                    Introduction

The Company has today announced the convening of a General Meeting to propose the Resolutions in order to grant authority to the Board to allot shares and to do so for cash on a non pre-emptive basis and to seek Shareholders' approval for an update to the Company's investing policy to include any oil or gas assets and any subsurface gas assets of potential commercial significance.  The Resolutions to be proposed at the General Meeting will enable the Board to complete the Second Stage Investment in HE1 and raise future funds for working capital and investment.

2                    Background to the Resolutions

Further to the announcement made by the Company on 22 March 2017, the General Meeting is being called in connection with the equity investment being made in HE1.  In exchange for the First Stage Investment the Company acquired a 10 per cent interest in HE1. 

The Second Stage Investment has now been modified and will give the Company an additional 9 per cent shareholding in HE1, increasing its stake to 19 per cent in aggregate The modified consideration payable is £3,000,000 in cash rather than £4,000,000 (£2,000,000 in cash and £2,000,000 in shares) as originally agreed. This Second Stage Investment is intended to close on or before 30 June 2017 with a long stop date of 31 July 2017 to provide for any delays in certain regulatory approvals in Tanzania.

3                    Updated Investing Policy

The Company's current Investing Policy, adopted in July 2009, is to acquire a diverse portfolio of direct and indirect interests in exploration, development and production oil and gas assets, which are based in the Americas, Europe or Africa.

To more closely reflect current market opportunities and portfolio interests the Board propose to include investments in any oil or gas assets and any subsurface gas assets of potential commercial significance within its investing policy and propose the following updated investing policy wording:

The Company's Investing Policy is to acquire a diverse portfolio of direct and indirect interests in exploration, development and production oil and gas assets, and any other subsurface gas assets of potential commercial significance, located worldwide but predominantly in the Americas, Europe or Africa.

4                    The Second Stage Investment in HE1

On completion of the First Stage Investment the Company was granted the Call Option to subscribe for such number of shares in HE1 as will give the Company a fully diluted percentage shareholding in HE1 on the date of exercise of the option of 19 per cent (being 9 per cent in addition to its existing 10 per cent shareholding in the issued share capital of HE1).  The Call Option exercise price is now £3,000,000 in cash exercisable on or before 30 June 2017.

Upon exercising the Call Option HE1 shall grant to the Company the further right to subscribe for ¼ of a share in HE1 for every one share subscribed for under the Call Option exercisable for a period expiring 31 December 2017 with an exercise price of US$0.40 per share.

Following completion of the First Stage Investment, the authorities granted by the Shareholders at the Company's last annual general meeting for the Directors to allot Shares and to do so for cash on a non pre-emptive basis have been utilised.  Accordingly, to proceed with the proposed Second Stage Investment, the Company is seeking to be granted new authorities as set out below.

Section 551 of the Act (as amended) prohibits Directors from allotting any Ordinary Shares in the Company without prior authority from shareholders.  Section 561 of the Act gives shareholders of the Company certain rights of pre-emption on the issue for cash of new equity securities.

The Company is therefore seeking a new section 551 authority in respect of an aggregate nominal amount of £250,000 and a disapplication of section 561 in respect of the allotment of equity securities for cash up to an aggregate nominal amount of £250,000 in order to facilitate the raising of capital necessary to make the Second Stage Investment and give the Company headroom for the future issue of new Ordinary Shares on a non pre-emptive basis.  If such authority were to be granted, the shares would represent 31.9% per cent of the existing issued share capital.

These Resolutions will give the Board the flexibility to raise additional funds or make acquisitions as and when suitable opportunities arise.  In light of the current market conditions such opportunities may arise in the near term and the authorities requested will allow the Board the scope to act expeditiously to take advantage of any opportunities presented. The Board seeks to make acquisitions that are accretive to the value of the Company and will at all times seek to avoid any unwarranted dilution in its pursuit of the approved Investment Policy.

The Second Stage Investment is conditional, amongst other things, on the passing of the Resolutions to be proposed at the General Meeting and the Admission becoming effective on or before 8:00 a.m. on 30 June 2017 (but not later than 31 July 2017).

5                    Business to be transacted at the General Meeting

Set out at the end of this document is a notice convening the General Meeting of the Company to be held at 10 a.m. on 8 June 2017 at which the following Resolutions will be proposed:

5.1                an ordinary resolution to approve and adopt the updated Investing Policy of the Company;

5.2                an ordinary resolution to authorise the Directors to allot relevant securities pursuant to section 551 of the Act up to an aggregate maximum nominal amount of £250,000; and

5.3                a special resolution to disapply the pre-emption provisions contained in section  561 of the Act in respect of the allotment and issue of equity securities in connection with offers to existing Shareholders where such offer is made in proportion to existing holdings and otherwise up to an aggregate nominal amount of £250,000.

6                    Action to be taken

Shareholders will find enclosed a Form of Proxy for use at the General Meeting.  Whether or not Shareholders propose to attend the meeting, they are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by not later than 48 hours before the meeting.  The completion and return of the Form of Proxy will not prevent Shareholders from attending and voting in person at the General Meeting should they so wish.

7                    Recommendation and voting intentions

The Directors consider that the Resolutions are in the best interests of the Company and accordingly the Directors unanimously recommend all Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own shareholdings, amounting in aggregate to 39,500,000 Ordinary Shares (representing 0.5 per cent of the current issued share capital of the Company).

Yours faithfully

Neil Ritson

Chairman

Definitions used in the Chairman's Letter

"Act"	the Companies Act 2006 (as amended)
"Admission"	the admission of the new Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Board" or "Directors"	the directors of the Company whose names are set out overleaf
"Call Option"	a call option agreement dated 21 March 2017 as amended on 18 May 2017 between HE1 and the Company
"Company"	Solo Oil plc, a public limited company with registered number 05542880
"Existing Ordinary Shares"	the 7,846,756,009 ordinary shares of 0.01p each in the Company in issue as at the date of this document
"First Stage Investment"	an investment of £2,550,000 for a 10 per cent share interest in HE1 pursuant to the Subscription Agreement
"Form of Proxy"	the form of proxy entitled "Solo Oil plc Form of Proxy" enclosed with this document
"General Meeting"	the general meeting of the Company convened for 8 June 2017 by the notice set out at the end of this document (and any adjournment thereof)
"HE1"	Helium One Ltd, a company incorporated in the British Virgin Islands with company registration number 1888591, whose subsidiaries hold helium prospecting licences across a number of locations in Tanzania
"Investing Policy"	the investing policy approved by the Shareholders
"London Stock Exchange"	London Stock Exchange plc
"Ordinary Shares or Shares"	ordinary shares of 0.01p each in the capital of the Company
"Resolutions"	the resolutions to be proposed at the General Meeting, which are set out at the end of this document
"Second Stage Investment"	an investment of £3,000,000 exercisable by 30 June 2017 for an additional 9 per cent share interest in HE1 pursuant to the Call Option
"Shareholders"	the holders of Ordinary Shares
"Subscription Agreement"	the subscription agreement dated 21 March 2017 between HE1 and the Company as amended on 18 May 2017 between HE1 and the Company

 

END

 

 

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