Directorate change
For Immediate Release
6th May 2010
GOLD OIL plc
("Gold" or "the Company")
Placing to Raise £1.96 million
Grant of Options
Board Changes
Operational Update
The Placing
The board of Gold ("the Board") is pleased to announce that it has reached
agreement with Sheer Energy Pty Ltd. ("Sheer") to subscribe for 56,132,473 new
ordinary shares of £0.00025 each ("Shares") in the Company at a subscription
price of 3.5p per Share ("the Placing") to raise approximately £1.96 million.
The proceeds of the Placing will be used as working capital for the Company in
the development and expansion of its portfolio.
Sheer is a private company, which has been recently established as an oil and
gas exploration venture in South America by Mr John Bell, who will join the
board of Gold. Â In addition Gold has granted Sheer two options to subscribe for
additional shares in Gold as follows:
i. An option to subscribe for up to US$1.75 million new Shares in Gold at a
subscription price of 3.5p per share at any time up to September 30th
 2010;
ii. An option to subscribe for 50 million new Shares in Gold at a price of 4p
per share at any time up to 31st December 2010.
In the event that Sheer elects to exercise both of the above options, together
with the shares it holds as a result of the Placing, Sheer would hold 21.7% of
the issued share capital of the Company.
Application for the Shares, which willrank
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http://www.advfn.com/quote_Rank-Group-Plc_LSE_RNK.html>, pari passu, with all
existing ordinary shares has been made to the London Stock Exchange for trading
on AIM. Â Admission is expected on 11th May 2010.
Following the issue of the Placing, Gold Oil's issued share capital will consist
of 557,219,082 ordinary shares of £0.00025 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 557,219,082.
Board changes
Alongside the investment by Sheer in the Company, the Board is being
restructured with immediate effect. Mr John Bell, Mr Guy Cowan and Mr Ian Reid
will join the board, Mr Bell as a non-executive director, Mr Cowan as
non-executive director and Mr Reid as Director of Exploration. Â Full
biographical details of the new directors are set out below. Â In addition Mr
Mark Pritchard will remain as Chairman in a non-executive capacity, whilst Mr
Michael Burchell will resign from the board.
John Bell (aged 62) is currently CEO, and sole shareholder of Australian
Drilling Associates Pty. Ltd. ("ADA"), a well engineering and drilling project
management company headquartered in Melbourne Australia, established in 1994.
 He is also the sole shareholder of Sheer. Mr. Bell has over 30 years experience
in exploration and production drilling, having commenced his career as a
drilling engineer with British Petroleum in the North Sea in 1974. Â He held
various positions with oil companies and drilling contractors working, in the
Middle East, North Africa, the UK, Norway and Canada before joining BHP in
Australia 1988. Mr. Bell co-founded his first private well engineering and
drilling project management company in Australia in 1994. He successfully
introduced offshore multi-operator consortium management in Australia and South
East Asia. He also co-founded an E&P company with exploration assets in Western
Australia, Victoria and West Africa.
Guy Cowan (aged 58) is a dual qualified UK Chartered Accountant and US CPA. Â Mr
Cowan has had a 23 year career with Shell during which his responsibilities
included a regional focus on Colombia, Peru, and Chile, and was Commercial
Director of SPDC Nigeria and CFO of Shell Oil USA. From February 2005 to
February 2009, Mr. Cowan was CFO of Fonterra Co-operative Group, one of the
world's leading dairy companies headquartered in New Zealand. Mr. Cowan was born
in Argentina and has lived and worked in Latin America for over 30 years and is
currently non executive director of three listed companies in Australia and
Chile.
Ian Reid (aged 48), trained as a petroleum geologist at the Royal School of
Mines, Imperial College, London. He had a 14 year career with Shell
International in Holland, New Zealand, Oman, Australia, Vietnam and Norway where
he undertook senior roles in petroleum geoscience. Since 1997 he has been a
consultant in Australia for the petroleum and geothermal industries, working for
Government and industry. Mr Reid is a non-executive director of Panax Geothermal
Ltd. listed in Australia.
Arrangements with ADA
In order to provide additional technical support to the management of Gold it is
intended that Gold will 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 will be conducted on an arms
length basis and services charges accordingly. Â ADA and Sheer will each have the
option to be paid in new ordinary shares for the services it provides to Gold,
which will be in addition to option (i) and (ii) above.
ADA is an experience supplier well engineering and drilling project management
services and will provide well engineering, contracting, procurement, HSE
services and day to day management of drilling and completions operations where
Gold is operator and review Operator work plans and well costs where Gold is a
JV partner. Â ADA will be contracted under a technical service agreement to
provide services to Gold.
Sheer has a subsurface technical team of internationally experienced
geoscientists who will work under contract to Gold from ADA under a technical
service agreement to provide services to Gold.
The new management team intends to carry out a full review of the current
portfolio and establish and implement work programmes and budgets to maximize
the potential of the assets. Â The intention of the Board moving forwards will be
to seek additional opportunities for the Company in the region. Â It is
anticipated that the Company will appoint a CEO in the near future to directly
oversee the operational management of the Company. Â Further appointments to
strengthen the Board are also expected.
Operational Update
Northern Peru
To date Gold has been unable to obtain the environmental permits ("PMAs")
necessary for Gold to complete the additional seismic studies on both onshore
and offshore blocks. Â This is due to bureaucratic delays outside the Company's
control. Â After extensive consultation with PeruPetro, Gold has negotiated a
standstill on the license obligations under the force majeure clause which will
allow an extension period on both Blocks.
Notwithstanding the above the Company is pleased to announce that it elected to
enter into the second period of the Z34 E&P contract. Â During this 12 month
period the Company has a minimum commitment of acquiring 400 sq. km. of 3D
seismic. Â Gold has also reached a settlement with the receivers of Scan
Geophysical ASA ("SCAN"), the company which undertook the acquisition of 2,000
km of 2D seismic last year for Gold. Â Soon after completion of the survey SCAN
entered into bankruptcy and Gold had to negotiate settlement terms of the
outstanding debts with the Administrator.
On Block XXI onshore north Peru, the Company is now in early stage discussions
with candidates for a farm in deal. Â During the third exploration period Gold
envisages a 240 km. to 300km. of 2D seismic project over the already indentified
leads, which target the shallow Verdun formation, a gas and light crude producer
in the neighbouring block.
Colombia
Rosa Blanca
The Company is pleased to announce that it has entered into a carry agreement
with Montecz S.A. ("Montecz") a Colombian service company which specialises in
pipeline and tank construction and has a number of minority participations in
E&P contracts in the Colombia. The agreement specifies that Gold and its partner
Empesa will be carried for one well (plus testing) in the third exploration
period. Â Montecz earns a 72%, Gold retains a 25% interest and Empesa 3% interest
in the Rosa Blanca block. Â Once Montecz has completed the process of
establishing the mandatory escrow account with the ANH, it is intended that Gold
and Montecz will enter into a joint operating agreement.
The E&P contract entered into its third phase of exploration, as a result of the
evaluation and interpretation of 62 km. of 2D seismic lines acquired late in
2009. Â The environmental licence for the block is already approved and the
specific environmental approvals for the drilling of the well RB-2 are in the
course of being prepared. The drilling schedule contemplates operations to
commence by August / September 2010, with the well testing contemplated in
October.
Azar
The environmental studies for both the drilling and the seismic acquisition have
been contracted and are under development. Â The 3D programs are expected to be
developed in the second and third quarters of this year and the drilling of the
La Vega prospect is scheduled for the final quarter. Â In the Florida West
Structure the preliminary preparations for the 3D seismic survey started last
month. The drilling of the shot holes is expected to commence shortly and data
acquisition will follow.
Nancy Burdine
The Nancy-1 well continues steady production around 250 BOPD of 24 °API crude
from the Villeta (k) formation. Â Production testing of three idle wells in the
Burdine field was completed and the results are under evaluation. Â Workover
programmes are being prepared for the Burdine wells, in conjunction with an
integral surface development plan. Â Sheer is very encouraged by the
prospectivity of the Nancy-Burdine fields and in the coming months will define
the integral development plan for the complete field.
Commenting on the proposals, Mark Pritchard, Chairman of Gold said
"I am delighted to welcome Sheer as a new investor in Gold. Â We have been
looking for sometime to attract a strategic investor to bring both new
investment capital and core management skills and experience, to help us
properly develop and expand our portfolio of assets. Â I believe that the new
Board appointments will provide the Company with the much needed operational
focus to accelerate our progress."
Notes for Editors
Gold Oil plc (AIM:GOO)is an AIM-listed oil and gas exploration and production
company primarily focused on opportunities in Latin America. Â It has oil
production in Colombia and significant exploration acreage and licences both
onshore and offshore in Peru and onshore Colombia.
Sheer Energy Pty Ltd is an Australian company with its head office in Melbourne
and an associate company of Australian Drilling Associates Pty Ltd. Sheer is an
E&P registered company and as a shareholder in Gold will provide the Management
and geotechnical team to manage Gold's future endeavours.
Australian Drilling Associates Pty Ltd is an Australian based company with its
head office in Melbourne and has a service agreement with Gold to provide well
engineering, drilling and completion management services to Gold on an arms
length basis.
For further information on the Company, visit www.goldoilplc.com or contact:
Gold Oil
Mark Pritchard, Chairman                     Tel:
0208 332 6882
Australian Drilling Associates Pty Ltd
John Bell                         Tel: +61 3 8610 3000
Sheer Energy Pty Ltd
John Bell                         Tel: +61 3 8610 3000
Seymour Pierce
Jonathan Wright / Richard Redmayne           Tel:  020 7107 8000
Further information on each of the Directors under Schedule 2 of the AIM Rules:
John Robert Bell is currently or has in the past five years been a director of
the following companies:
Current
Australian Drilling Associates Pty. Ltd
ADA International Pty. Ltd
ADA New Zealand Pty. Ltd
Sheer Energy Trust Limited
ADA Trust (Cyprus) Limited
Australian Drilling Associates Energia do Brasil Ltda
Australian Drilling Associates Surcusal Colombia
Sheer Energia do Brasil Ltda
Sheer Energy Surcusal Colombia
Past
None
Guy Cowan is currently or has in the past five years been a director of the
following companies:
Current
United Group Ltd
Queensland Sugar Ltd
Ludowici Ltd
Soprole SAIC
Past
Dairy Partners America
Ian Reid is currently or has in the past five years been a director of the
following companies:
Current
Terra Firma Technology Pty. Ltd
Hot Dry Rocks Pty. Ltd
Panax Geothermal Ltd
Past
Petroconsult Pty. Ltd
Osiris Energy Ltd.
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