Gold Oil PLC
25 February 2005
FOR IMMEDIATE RELEASE 25 February 2005
GOLD OIL PLC ('Gold Oil' or 'the Company')
Placing and Notice of Extraordinary General Meeting ('EGM')
PLACING
Further to the announcement on 10 February 2005, Gold Oil announces that
Beaumont Cornish Limited, on the Company's behalf, placed 90,000,000 new
Ordinary Shares of 0.025p at a price of 4p each, conditional on the approval of
the Gold Oil shareholders at an EGM in order to increase the authorised share
capital of the Company and to authorise the Directors to issue new shares. The
new Ordinary Shares will on issue rank pari passu with the existing Ordinary
Shares in issue and application will be made to the London Stock Exchange for
these shares to be traded on AIM.
The Placing will raise £3.6m, before expenses, for the continuing working
capital requirements of the Company. The Company has a number of projects that
now requires investment to progress them as well as a number under review. The
proceeds of the Placing will enable the Company to continue studies, shoot
seismic and drill on them. The Board also believes that having a reasonable cash
balance readily to hand will enhance its negotiating position and its ability to
move quickly in respect of suitable opportunities that will increase the
Company's asset base.
EXTRAORDINARY GENERAL MEETING
At an Extraordinary General Meeting to be held on 21 March 2005:
Resolution No. 1 will be proposed as an Ordinary Resolution to increase the
authorised share capital of the Company from £100,000 to £250,000.
Resolution No. 2 will be proposed as an Ordinary Resolution to grant the
Directors a general authority to issue Ordinary Shares up to the amount of the
authorised but unissued share capital of the Company, as increased by Resolution
No. 1.
Resolution No. 3 will be proposed as a Special Resolution to disapply the
pre-emption rights authority in respect of all Ordinary Shares which are issued
pursuant to the general authority to be provided by Resolution No.2.
The above authorities will enable the Company to complete the Placing.
The Directors also consider that the Company, as an oil and gas exploration
company, requires the flexibility to issue Ordinary Shares without the need
either for shareholder approval, or a prior offer of shares to shareholders on a
pre-emption basis. This flexibility will be provided by the above resolutions.
However, save for the issues of Ordinary Shares pursuant to the Placing and in
compliance with the Company's obligations under Warrants, there is no present
intention to issue any further Ordinary Shares and no further issue of Ordinary
Shares will be made which would effectively alter control of the Company or the
nature of the business of the Company without the prior approval of the Company
in general meeting.
LOCK IN AGREEMENTS
The Directors, Michael Burchell, Gary Moore and Patrick Mahony have agreed that
they will not, during the period of 12 months from the date of the Placing,
dispose of any interest in the Ordinary Shares held by them or their connected
persons (as appropriate) or any interest in warrants held by them or Ordinary
Shares that are issued to them on exercise of such warrants.
CIRCULAR TO SHAREHOLDERS
A circular regarding this placing and notice of EGM has been posted to
shareholders and is available, free of charge, from Beaumont Cornish Limited,
Georgian House, 63 Coleman Street, London, EC2R 5BB, for one month from today.
Enquiries:
Gary Moore
Operations Director Tel: +44 (0)1737833597
Michael Burchell
Chairman Tel. +44 (0) 1372361772
Roland Cornish
Nominated Adviser
Beaumont Cornish Limited Tel. +44 (0) 207 628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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