COIL placing
Xtract Energy plc
12 October 2006
XTRACT ENERGY PLC
12 October 2006
Xtract Energy Plc ('Xtract') would like to refer shareholders to the following
press release announced today by Cambrian Oil & Gas plc. Xtract currently holds
28.21% of the issued capital of Cambrian Oil & Gas plc.
Cambrian Oil and Gas plc
Acquisition of Elko Energy Inc Warrants
Placing of new Ordinary Shares
12 October 2006
Acquisition of Elko Energy Inc
The Directors of Cambrian Oil and Gas plc ('COIL' or the 'Company') are pleased
to announce the purchase of 15,000,000 special warrants of Elko Energy Inc
('Elko') from Cambrian Mining Plc ('Cambrian'). The Company previously owned
2,500,000 special warrants of Elko and the enlarged holding represents 29%
(fully diluted) of the issued capital of Elko. Each special warrant converts
into 1 common share in the capital of Elko at any time for no further
consideration and if they have not been converted by 4 November 2006 then they
shall be deemed to have been converted into common shares in the capital of Elko
at that date.
COIL is purchasing the special warrants for a total cash consideration of
£1,544,993.
About Elko
Elko, an oil and gas exploration company, has been awarded a 5,400 square
kilometre exploration and production licence in the Danish North Sea Sector,
which it holds with an 80% interest. The remaining 20% is held by the Danish
State, which has a direct interest with a full working interest. Elko is an
approved offshore operator and has set up a Danish subsidiary to carry out the
required work programme. Phase I of the technical studies has been completed,
confirming the substantial reserves potential of the licence area. Following
further ongoing technical work it is planned to farm down Elko's interest during
2007 in exchange for future seismic and drilling obligations being paid for by a
new partner.
In December 2005, Elko made a strategic investment of $2.3 million Canadian, and
currently owns approximately 40% of Dragon Energy Inc., a private Canadian
company with a significant development project in Gansu Province, China
('Dragon'). Dragon has signed a Joint Venture Agreement with a provincial
subsidiary of CNPC of China, the 10th largest oil company worldwide, providing
for the re-development of the Maling Oilfield in Gansu Province, China.
In the future Elko will focus on regions where its management has excellent
technical and commercial knowledge based on previous work experience, as well as
having relevant business contacts. These regions comprise the Baltic region,
north-west Europe, north Africa and the Middle East. Specific licensing
activities are presently underway throughout the core area with the exception of
the Middle East. With 32 blocks under evaluation, Elko is the largest licence
holder and operator of oil and gas licences in Denmark.
Elko is a private company and made a loss of CAD$172,000 in the 6 months to 30
June 2006. Rudolf Kleiber is the founder and the CEO of Elko. Mr Kleiber is a
German national with more than 27 years international oil industry experience,
having worked with Shell in Holland and Egypt and with Phillips Petroleum as
Vice President Middle East - Africa. He is a geologist with an MBA from Boston
University. His experience includes coordinating work on licensing rounds in
Norway, the successful negotiation of several licences in the Middle East for
Phillips, exploration and business development activities throughout Europe
(including Norway and Denmark), the Middle East and Africa, and the supervision
of 52 onshore fields in Nigeria. Mr Kleiber is also a director of Dragon.
As at the date of this announcement, Cambrian has a 54 per cent. holding in
Xtract Energy Plc ('Xtract'), which in turn owns 28.21 per cent. of the current
issued share capital of the Company and Cambrian is therefore defined as a
related party under the AIM Rules. The purchase of the special warrants by COIL
represents, under the AIM Rules of London Stock Exchange plc (the 'AIM Rules'),
a related party transaction. The Directors of the Company, other than John Byrne
(who is a director of Cambrian), consider, having consulted with its nominated
adviser, that the terms of the purchase are fair and reasonable insofar as the
shareholders of COIL are concerned.
Placing of New Ordinary Shares
The Company also announces that it intends to conditionally place up to 151.8
million new ordinary shares of 1 pence each (the 'Placing Shares') at 3 pence
per ordinary share through its broker W.H. Ireland Limited, raising £4.55
million gross of expenses (the 'Placing'). The Placing Shares are to be issued
together with one warrant for each Placing Share subscribed, each warrant
entitling the holder to subscribe for one ordinary share in the Company at 3
pence per ordinary share (the 'Warrants'). Each Warrant granted shall be
exercisable in whole or in part at any time up to 12 months from the date of
admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules. The Warrants will not be admitted to trading on
AIM. As at the date of this announcement the Company has 158,227,159 Ordinary
Shares in issue. Assuming the Placing is fully subscribed there will be
309,993,821 Ordinary Shares in the Company in issue following completion of the
Placing.
As at the date of this announcement, Xtract holds 44,630,769 ordinary shares in
the Company, representing 28.21 per cent. of the current issued share capital,
and is therefore defined as a related party under the AIM Rules. As part of the
Placing, Xtract is intending to subscribe for 65,000,000 new ordinary shares,
giving it an aggregate holding of 35.37 per cent. of the Company assuming the
Placing is fully subscribed. This intended subscription by Xtract represents,
under the AIM Rules, a related party transaction. The Directors of the Company
consider, having consulted with its nominated adviser, that the terms of the
subscription are fair and reasonable insofar as its shareholders are concerned.
As part of the Placing, Cambrian is intending to subscribe for 53,333,333 new
ordinary shares, resulting in a total interest in the Company of 17.20 per cent
assuming the Placing is fully subscribed. This intended subscription by Cambrian
represents, under the AIM Rules, a related party transaction. The Directors of
the Company, other than John Byrne (who is a director of Cambrian), consider,
having consulted with its nominated adviser, that the terms of the subscription
are fair and reasonable insofar as its shareholders are concerned.
Enquiries:
Cambrian Oil and Gas plc Neale Taylor, CEO +44 (0) 20 7409 0890
Paul McGroary, Director + 44 (0) 793056 8160
W.H Ireland Limited Paul Dudley/Peter Jackson +44 (0) 20 7220 1666
This information is provided by RNS
The company news service from the London Stock Exchange