Award of Options and Notice of General Meeting

RNS Number : 4955A

Nostra Terra Oil & Gas Company PLC

29 September 2020

 

29 September 2020

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

Award of Options and Notice of General Meeting

Nostra Terra (AIM: NTOG), the oil & gas exploration and production company with a portfolio of development and production assets in Texas, USA advises that it has issued, in aggregate, 26.2 million options over ordinary shares in the Company ("Ordinary Shares") to the Board of Directors and certain key management ("Incentive Options").

It is the aim of the Board of Directors of the Company to reward key employees on a basis which is aligned with the interests of shareholders and the performance of the Company. As such, the Remuneration Committee has set stretching financial and shareholder return criteria which must be met for the vesting of the awards issued to executive management to occur.

15 million Incentive Options have been issued to the CEO, Matt Lofgran, and a further 2.2 million Incentive Options have been issued, in aggregate, to certain key management personnel. Each of these awards are split into three equal tranches with exercise prices of 0.50p, 0.75p, and 1.0p each, which represents an approximate 67%, 150%, and 233% premium to the closing mid price of the Ordinary Shares on 28 Sep 2020, with a term of 7 years. These awards only vesting on the Company achieving cash flow positive status at the corporate level for three consecutive months, as agreed by the Remuneration Committee.

Non-executive Directors Dr Steve Staley and Mr John Stafford have also been awarded 5 million and 4 million Incentive Options, respectively, on the same terms as set out above except for the vesting criteria. Rather than their Incentive Awards vest on the Company achieving cash flow positive status as set out above, they will vest one year from the date of issue.

The total Incentive Options award represents c. 4.5 per cent. of the Company's share capital as enlarged by the fundraising announced on 25 September 2020 (the "Fundraise").

Notice of General Meeting

The Company tomorrow is posting a circular to Shareholders (the "Circular") convening a general meeting to be held on 19 October 2020 (the "General Meeting"). The General Meeting is being convened to seek the requisite share authorities to issue new Ordinary Shares in connection with the potential future exercise of all of the warrants issued in connection with the Fundraise, as well as the new Ordinary Shares that may be issued in connection with an exercise of the Incentive Options.

The Company is seeking authority over c. 20 per cent of the Company's share capital as enlarged by the Fundraise, with approximately 99 per cent. of the authority sought being applied to the aforementioned warrants and the Incentive Options.

The Board will recommend that Shareholders vote in favour of the two resolutions to be proposed in connection with this. Shareholders are encouraged to read the Circular in full, which will also be available on the Company's website.

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:	[phone]
Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker) Rory Murphy / Ritchie Balmer / Jack Botros	Tel:	[phone]
Novum Securities Limited (Joint Broker) Jon Belliss Lionsgate Communications (Public Relations) Jonathan Charles	Tel: Tel:	[phone] [phone]

PDMR Notification

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr Matt Lofgran
2.	Reason for the Notification
a)	Position/status	Chief Executive Officer of the Company
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NOSTRA TERRA OIL AND GAS COMPANY PLC
b)	LEI	213800JO9A4LO19YJ129
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	Incentive options over ordinary shares of 0.1p each in the share capital of Nostra Terra Oil & Gas Company plc
	Identification code	GB00BZ76F335
b)	Nature of the Transaction	Issue of Incentive Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.50p 0.75p 1.00p 5,000,000 5,000,000 5,000,000
d)	Aggregated information -  Aggregated volume -  Price	Aggregate volume: 15,000,000 options
e)	Date of the transaction	29 September 2020
f)	Place of the transaction	London Stock Exchange (AIM)

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dr Steve Staley
2.	Reason for the Notification
a)	Position/status	Non-executive Chairman
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NOSTRA TERRA OIL AND GAS COMPANY PLC
b)	LEI	213800JO9A4LO19YJ129
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	Incentive options over ordinary shares of 0.1p each in the share capital of Nostra Terra Oil & Gas Company plc
	Identification code	GB00BZ76F335
b)	Nature of the Transaction	Issue of Incentive Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.50p 0.75p 1.00p 1,666,666 1,666,667 1,666,667
d)	Aggregated information -  Aggregated volume -  Price	Aggregate volume: 5,000,000 options
e)	Date of the transaction	29 September 2020
f)	Place of the transaction	London Stock Exchange (AIM)

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr John Stafford
2.	Reason for the Notification
a)	Position/status	Non-executive director
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NOSTRA TERRA OIL AND GAS COMPANY PLC
b)	LEI	213800JO9A4LO19YJ129
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	Incentive options over ordinary shares of 0.1p each in the share capital of Nostra Terra Oil & Gas Company plc
	Identification code	GB00BZ76F335
b)	Nature of the Transaction	Issue of Incentive Options
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.50p 0.75p 1.00p 1,333,333 1,333,333 1,333,334
d)	Aggregated information -  Aggregated volume -  Price	Aggregate volume: 4,000,000 options
e)	Date of the transaction	29 September 2019
f)	Place of the transaction	London Stock Exchange (AIM)

 

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