Board Changes & Withdrawal of GM Requisitions

RNS Number : 7719E

Nostra Terra Oil & Gas Company PLC

03 March 2020

 

3 March 2020

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

Board Changes & Withdrawal of GM Requisitions

Nostra Terra (AIM: NTOG), the oil & gas exploration and production company with a portfolio of development and production assets in Texas, USA, is pleased to announce the following changes to the composition of the board of the Company (the "Board"), effective 3 March 2020.

Overview

· Andrew Morrison appointed as Non-Executive Chairman for 12 months*

· Stephen Staley appointed as a Non-Executive Director, transitioning to Non-Executive Chairman in 12 months' time*

· Reconstituted Board comprises;

o    Andrew Morrison (Non-Executive Chairman)

o    Matthew Lofgran (CEO)

o    Stephen Staley (Non-Executive Director)

o    John Stafford (Non-Executive Director)

The reconstituted Board will immediately conduct a review of all aspects of the business, including on remuneration and operations. All Directors will be proposed for re-election at the next AGM of the Company and Matt Lofgran commits to remain as President of the Company's subsidiary, New Horizons Energy 1 LLC, for six months should he cease to act as a Director of the Company at any time (together, the "Commitment").

* Subject to re-election as set out above

Background information on Mr Morrison and Dr Staley

Andrew (Andy) Morrison is an outcome‐focused Chairman and Chief Executive Officer of growth businesses with successful experience in both major multi‐national corporations and smaller public companies. He has a background in strategic business development combined with technical literacy, an entrepreneurial mind‐set and a reputation for addressing and resolving challenging commercial situations. He is currently Chairman of Spinnaker Opportunities Plc., a LSE Main Market Standard Listed cash shell pursuing an acquisition in the medicinal cannabis sector. Through his work with Spinnaker and in prior roles in the oil and gas sector, including in the US, Andy has built up a strong network and relevant deal flow amongst the oil and gas advisory and entrepreneurial community.

Dr Stephen (Steve) Staley has 37 years of wide-ranging management, technical and commercial experience in the international oil, gas and power sectors. He co-founded and floated three companies on the London Stock Exchange, in each case acting as director and the founding CEO/Managing Director. Most recent of these was Upland Resources Limited, which he brought to the LSE Main Market Standard List. He was also both a technical consultant to, and non-executive director of, Cove Energy plc - the highly successful East Africa focused explorer. 

Dr Staley is owner and founder of Derwent Resources Limited, an upstream consultancy advising on oil and gas opportunities. He is also currently a non-executive director of ASX- and AIM-listed 88 Energy Ltd and LSE Main Market Standard Listed Predator Oil & Gas Holdings plc. Prior to this he has worked for Cinergy Corp., Conoco and BP. He holds a BSc (Hons) in Geophysics from Edinburgh University, a PhD in Petroleum Geology from Sheffield University and an MBA from Warwick University. Steve is a Fellow of the Geological Society.

Withdrawal of General Meeting Requisitions

Following discussions with Eridge Capital Limited ("Eridge") and Shard Capital, Eridge has given an undertaking that, conditional on the Company announcing the abovementioned changes to the Board and the Commitment, its two requisitions served to the Company to convene a general meeting of the Company, which is scheduled to take place today (the "General Meeting"), are withdrawn. Accordingly, all resolutions to be proposed at the General Meeting today will be withdrawn.

Further information on Mr Morrison and Dr Staley

Andrew John Gowdy Morrison (aged 59)

Current directorships/partnerships	Past directorships/partnerships (last five years)
Spinnaker Opportunities plc	None
Spinnaker Management Resources Ltd

Between 31 August 2011 and 16 August 2013, Mr Morrison was a director of Silvermere Energy PLC ("Silvermere"), which entered into a company voluntary arrangement ("CVA") with its creditors on 16 August 2013. The CVA completed on 20 December 2013, pursuant to which creditors were issued shares in Silvermere, which was then renamed Tern plc.

Mr Morrison is interested in 100,100 ordinary shares in the Company, representing approximately 0.05% of the Company's issued share capital.

Dr George Henry Stephen Staley (aged 60)

Current directorships/partnerships	Past directorships/partnerships (last five years)
88 Energy Limited	Cold Gold Company Limited
Derwent Resources Limited	Upland (Ksar Hadada) Limited
Predator Oil & Gas Holdings p lc	Upland (N Tunisia) Limited
Staley Limited	Upland Resources Limited
	Upland Resources (UK Onshore) Limited
	Upland (Saouaf) Limited
	Upland (S Tunisia) Limited Upland Resources (Sarawak) Sdn. Bhd.

Dr Staley does not hold any interest in, or over, the Company's ordinary shares.

There is no other information that is required to be disclosed pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

For further information, contact:

Nostra Terra Oil and Gas Company plc Matt Lofgran, CEO	Email:	[e-mail]
Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker) Rory Murphy / Ritchie Balmer / Jack Botros	Tel:	[phone]
Shard Capital Stockbrokers (Joint Broker) Damon Heath / Erik Woolgar Lionsgate Communications (Public Relations) Jonathan Charles	Tel: Tel:	[phone] [phone]

 

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