Warrants exercise & Director/PDMR/PCA holdings

RNS Number : 2399L

Zephyr Energy PLC

29 December 2022

 

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

29 December 2022

Zephyr Energy plc

 ("Zephyr" or the "Company")

Exercise of warrants, change to total voting rights and Director/PDMR/PCA shareholdings

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF), the Rocky Mountain oil and gas company focused on responsible resource development from carbon-neutral operations, announces that further to the Company's announcement on 20 December 2022, it has today received notification for the exercise of warrants to subscribe for 22,272,727 new ordinary shares of 0.1 pence each ("Ordinary Shares") in the Company at a price of 2 pence per new Ordinary Share (the "Warrants") .

In November 2019, Origin Creek Energy LLC ("OCE") (a Company in which Colin Harrington, CEO of Zephyr, and Rick Grant, Zephyr's Chairman, are both shareholders and directors, and Colin Harrington is indirectly the controlling shareholder of OCE) and Chris Eadie, CFO of Zephyr, were issued Warrants as part of their participation in a placing undertaken at that time. OCE and Chris Eadie have now served notice to exercise the Warrants over 21,818,182 new Ordinary Shares and 454,545 new Ordinary Shares respectively, for a total consideration of £445,454. Given the rapid development and multiple operational milestones and acquisitions completed by the Company, OCE and Mr Eadie have been unable to exercise the Warrants until now. Funds received by the Company will be put towards general working capital and CAPEX requirements of the Company.

Application will be made to the London Stock Exchange for the 22,272,727 new Ordinary Shares resulting from the exercise of the Warrants to be admitted to trading on AIM and it is expected that admission will occur on or around 5 January 2023 ("Admission").

Following Admission, OCE and Chris Eadie's respective beneficial interest in the Company will be as follows:

Shareholder	Shareholding before Warrants exercised	No. of Warrants exercised	New total shareholding	Percentage of issued share capital held
OCE	137,136,364	21,818,182	158,954,546	10.04%
Colin Harrington (total interest including OCE)	138,590,300	21,818,182*	160,408,482	10.13%
Chris Eadie	6,775,095	454,545	7,229,640	0.46%

*Comprising of OCE's Warrants only.

Total voting rights

The issued share capital of the Company on Admission will be 1,583,018,728 ordinary shares of 0.1 pence each with one voting right per share. The Company does not hold any shares in treasury. The total number of ordinary shares and voting rights in the Company is therefore 1,583,018,728. With effect from Admission, this figure may 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, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Eadie
2.	Reason for the Notification
a)	Position/status	CFO
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Zephyr Energy plc
b)	LEI	254900TAVH3MBZ1EMC29
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each in Zephyr Energy plc
	Identification code	GB00BF44KY60
b)	Nature of the transaction	Exercise of Warrants to acquire Ordinary Shares in Zephyr Energy plc
c)	Price(s) and volume(s)	Price(s) Volume(s) 2.00p 454,545
d)	Aggregated information: · Aggregated volume · Price	454,545 2.00p
e)	Date of the transaction	29 December 2022
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Origin Creek Energy LLC (indirectly controlled by Colin Harrington)
2.	Reason for the Notification
a)	Position/status	Colin Harrington is the CEO of Zephyr Energy plc
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Zephyr Energy plc
b)	LEI	254900TAVH3MBZ1EMC29
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each in Zephyr Energy plc
	Identification code	GB00BF44KY60
b)	Nature of the transaction	Exercise of Warrants to acquire Ordinary Shares in Zephyr Energy plc
c)	Price(s) and volume(s)	Price(s) Volume(s) 2.00p 21,818,182
d)	Aggregated information: · Aggregated volume · Price	21,818,182 2.00p
e)	Date of the transaction	29 December 2022
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

Contacts:

Zephyr Energy plc Colin Harrington (CEO) Chris Eadie (CFO)	Tel: [phone]
Allenby Capital Limited - AIM Nominated Adviser Jeremy Porter / Vivek Bhardwaj	Tel: [phone]
Turner Pope Investments - Joint-Broker James Pope / Andy Thacker	Tel: [phone]
Panmure Gordon (UK) Limited - Joint-Broker John Prior / Hugh Rich / James Sinclair-Ford / Freddie Twist	Tel: [phone]
Celicourt Communications - PR Mark Antelme / Felicity Winkles	Tel: [phone]

Notes to Editors

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) is a technology-led oil and gas company focused on responsible resource development from carbon-neutral operations in the Rocky Mountain region of the United States. The Company's mission is rooted in two core values: to be responsible stewards of its investors' capital, and to be responsible stewards of the environment in which it works.

Zephyr's flagship asset is an operated 45,000-acre leaseholding located in the Paradox Basin, Utah, 25,000 acres of which has been assessed by third party consultants Sproule International to hold, net to Zephyr, 2P reserves of 2.1 million barrels of oil equivalent ("mmboe"), 2C resources of 27 mmboe and 2U resources 203 mmboe. Following the successful initial production testing of the recently drilled and completed State 16-2 LN-CC well, Zephyr has planned a three well drilling program - commencing in 2022 with the State 36-2 LNW-CC well - to further delineate the scale and value of the project.

In addition to its operated assets, the Company owns working interests in a broad portfolio of non-operated producing wells across the Williston Basin in North Dakota and Montana.

The Williston portfolio currently consists of working-interests in over 200 modern horizontal wells which are expected to provide US$40-45 million of revenue, net to Zephyr, in 2022. Cash flow from the Williston production will be used to fund the planned Paradox Basin development. In addition, the Board will consider further opportunistic value-accretive acquisitions.

 

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