Placing and Issue of Equity

RNS Number : 0938F

Gold Oil PLC

18 April 2011

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

18 April 2011 

Gold Oil Plc

("Gold Oil" or the "Company")

Placing and Issue of Equity

Directors Dealing

Gold Oil (AIM:GOO), the AIM listed oil and gas exploration and production company, primarily focused on Latin America, is pleased to announce that FirstEnergy Capital LLP and Seymour Pierce Limited, on behalf of the Company, have firmly placed 250,000,000 new Ordinary Shares of 0.025p each in the capital of the Company ("Placing Shares") at a price of 4 pence per Placing Share (the "Placing Price") to raise gross proceeds of £10 million (the "Placing").

The net amount raised will be used primarily to accelerate the Company's exploration programme which includes the acquisition of new 3D seismic on Block Z34, located in the offshore Talara Basin, Peru and for drilling the La Vega East well on the Azar block, onshore Colombia, planned for Q3 2011. The proceeds will also be used for further development activity on the Nancy, Burdine, and Maxine fields, onshore Colombia including the drilling of the Nancy 2 well and for general working capital purposes.

The Placing Price represents a discount of approximately 6.5 per cent. to the closing mid-market price of 4.28 pence per Ordinary Share on 15 April 2011, being the last dealing day prior to the release of this announcement. The Placing Shares will rank pari passu with all existing Ordinary Shares and will, assuming all are issued, be equivalent to approximately 39.1 per cent. of the current issued share capital of the Company, and will represent approximately 28.1 per cent. of the enlarged issued share capital of the Company from the issue of the Placing Shares. 

Gold Oil's directors are participating in the Placing as detailed in the table below. Following the Placing, directors' shareholdings will be as follows:

Director	Current holding	% of issued share capital	Holding following the Placing	% of enlarged issued share capital
John Bell (beneficially held by Sheer Energy)	136,511,810	21.33	142,511,810	16.01
Richard Mew	200,000	0.03	825,000	0.09
Ian Reid	2,364,606	0.37	2,614,606	0.29
Thomas Tidow	1,197,566	0.19	1,447,566	0.16
Guy Cowan	0	0	250,000	0.03
John Charlton	0	0	125,000	0.01

Application has been made for the Placing Shares to be admitted to trading on the AIM Market of the London Stock Exchange ("AIM") ("Admission") and it is expected that, subject to the placing agreement becoming unconditional in all respects and subject to Admission, the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 21 April 2011.

Following the Admission of the Placing Shares, the enlarged issued share capital of the Company will total 889,963,025 Ordinary Shares. This figure may then be used by shareholders in the Company 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 Gold Oil under the Financial Service Authority's Disclosure and Transparency Rules. 

Reasons for the Placing

The purpose of the Placing is to ensure the maximum value is extracted from Gold Oil's current portfolio of assets.  A significant portion of the proceeds will be used to finance the 3D seismic planned for Block Z34 offshore Peru.  This will help accelerate the exploration of this block whilst minimising the level of dilution of its interest in this highly prospective area.

In addition, the proceeds of the Placing will be used to increase the Company's production onshore Colombia and to build on the current workover programme underway at the Nancy Burdine fields through additional development drilling.

Operational Update

Peru

Block Z34:

Gold Oil continues to discuss farm out options with third parties with the necessary financial and technical qualifications to explore effectively the block.  To date, the offers received from interested parties have not, in the Directors opinion, adequately valued the significant potential of this block.  The acquisition of 3D seismic is expected to enhance the attractiveness of Z34 by confirming and further defining drill-ready prospects and will help ensure the Company meets its work programme commitments in a timely manner.

Block XXI:

The assignment of part of Gold Oil's equity to Vale is continuing as planned.  Technical discussions are ongoing to confirm the planned exploration programme.

Colombia

Nancy, Burdine, Maxine fields:

The workover programme is progressing in line with expectations but with some minor operational and weather related delays.  The Burdine -5 and Burdine -1 wells have been re-completed and surface facilities are in the process of being installed and commissioned. The Company expects these wells to be brought back on stream in the near term.

Azar block:

The Azar block partners (Gran Tierra and Lewis Energy) have agreed to drill the La Vega East prospect with the timing provisionally planned for September 2011, subject to rig availability.  Under a prior agreement, Gold Oil is only liable for half of its 20% share of the costs related to this well.

Richard Mew, Chief Executive Officer of Gold Oil Plc, commented:

"This successful Placing represents a significant milestone in the Company's development and growth.  Gold Oil is very pleased with the level of support from new institutional investors who will provide a high quality shareholder base.  The funds raised will enable the Company to progress with its planned capital programme for the next 18 months and, in particular, will accelerate the acquisition of 3D seismic on Block Z34 offshore Peru." 

The investor presentation regarding the Placing will be available on Gold Oil's website at www.goldoilplc.com

For further information contact:

Gold Oil Plc Richard Mew, Chief Executive Officer	Tel: [phone]
FirstEnergy Capital LLP - Joint Broker Hugh Sanderson / Travis Inlow	Tel: [phone]
Seymour Pierce - Nominated Adviser and  Joint Broker Jonathan Wright / Stewart Dickson    (Corporate Finance) Richard Redmayne / David Banks     (Corporate Broking)	Tel:  [phone]

The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold 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 applicable state laws. No public offering of securities will be made in the United States.

FirstEnergy Capital LLP and Seymour Pierce Limited, which are authorised and regulated by the Financial Services Authority, are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of FirstEnergy Capital LLP and Seymour Pierce Limited nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or FirstEnergy Capital LLP or Seymour Pierce Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Seymour Pierce Limited and FirstEnergy Capital LLP to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, 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 the forward-looking statement. Statements contained in this 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 this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of 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 shares.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

END

 

 

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