Exercise of Options
Gold Oil PLC
("Gold" or "theCompany")
Exercise of Option by Sheer Energy
Capitalisation of Fees
Related Party Transaction
Directors' Dealings
Issue of Equity
Total Voting Rights
The Board of Gold announces that on 28 February 2011 Sheer Energy Pty Ltd.
("Sheer"), a company wholly owned by Gold's chairman, Mr. John Bell, notified
the Company of its intention to exercise  its remaining option, to subscribe for
25,000,000 new ordinary shares of 0.025p each at an exercise price of 4 pence
per share.
Exercise of Option, Capitalisation of Fees & Related Party Transaction
On 6 March 2010, Gold Oil announced that Sheer had subscribed for 56.1m new
shares in the Company at a price of 3.5p per share. In addition, Sheer was
granted options to subscribe for additional shares in Gold. The statement also
explained that John Bell was (and still is) CEO and sole shareholder of
Australian Drilling Associates Pty. Ltd. ("ADA"), a well engineering and
drilling project management company and was (and still is) CEO and sole
shareholder of Sheer Energy Pty Ltd.
The same announcement stated the intention for Gold to enter into service
agreements with ADA and Sheer for the provisions of a broad range of sub surface
and well engineering services. The relationship between Gold and each of ADA and
Sheer would be conducted on an arms length basis and services charged
accordingly. Sheer would have the option to be paid in new ordinary shares for
the services it provided to Gold.
Pursuant to these arrangements and the corresponding statements, for the period
ended 28 February, Sheer has paid for work conducted by third parties on behalf
of Gold and also conducted work itself on behalf of Gold to the value of AUD$
1.6m (GBP1m). The costs incurred by Sheer will be capitalised by the conversion
of the debt into Gold shares by exercising the outstanding option at the option
price of 4p per share (the "Transaction").
As Sheer is a significant shareholder in the Company, the conversion of
outstanding fees into new ordinary shares by Sheer is a related party
transaction under the AIM Rules. The Directors (less Mr. Bell and Mr. Reid)
consider, having consulted with its Nominated Adviser, Seymour Pierce, that the
terms of the Transaction are fair and reasonable insofar as the shareholders are
concerned.
Directors Dealing
Contemporaneous with the exercise of its remaining option, Sheer has advised the
Company that it will transfer 2,364,606 shares to Terra Firma Technology Pty Ltd
("Terra Firma") a company owned by Ian Reid, a Director of the Company. This
transfer is by way of remuneration for services provided by Mr Ian Reid to
Sheer.
Issue of Equity & Total Voting Rights
It has come to the attention of the Board that the number of shares issued to
Sheer on 30 September 2010 was miscalculated. To rectify this error a further
1,098,373 new ordinary shares will be allocated to Sheer at this time.
Immediately following the exercise by Sheer, the adjustment of shares due to
Sheer under the 30(th) September 2010 exercise and the transfer of shares from
Sheer to Terra Firma, Sheer Energy will hold 136,511,810 shares in the Company,
representing 21.33 per cent. of the issued share capital of the Company. Terra
Firma will hold 2,364,606 shares in the Company, representing 0.37 per cent of
the issued share capital of the Company.
Application has been made for the new shares to be admitted to trading on AIM
and admission is expected to occur on 7 March 2011. The new ordinary shares
will, upon issue, rank pari passu in all respects with the existing issued
Ordinary Shares.
Following the issue of the new shares, Gold's issued share capital will consist
of 639,963,025 ordinary shares of GBP0.00025 each. The Company does not hold
any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares
in the Company with voting rights is 639,963,025.
The above figure of 639,963,025 may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company, under the
Disclosure and Transparency Rules.
For further information, please contact:
Gold Oil PLC
John Bell - Chairman                          Tel: +61 3 8610 3000
Richard Mew - CEOÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Tel: +44 (0) 1483 282759
Seymour Pierce Ltd
Jonathan Wright/Stewart Dickson      Tel: +44 (0) 207 107 8000
(Corporate Finance)
Richard Redmayne/Jeremy Stephenson
(Corporate Broking)
Notes to Editors
Gold Oil
Gold Oil PLC is an independent oil and natural gas exploration and exploitation
company focused on Central and Southern America. Shares in Gold are quoted on
the AIM market of the London Stock Exchange (AIM:GOO).
The Company is seeking to maintain a balanced portfolio of high-risk high reward
and low risk cash flow projects by establishing significant licence positions
concentrated in a few geographic areas. The Company currently has significant
acreage and is recognised as an operator for both onshore and offshore Peru, and
is an operator with exploration and production licences onshore Colombia.
The Company's objective is to deliver shareholder value through capital
appreciation.
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Gold Oil PLC via Thomson Reuters ONE
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