Fundraise and Further Loan to Core

RNS Number : 6621J

Chalkwell Investments PLC

04 July 2011

 



4 July 2011

 Chalkwell Investments plc

("Chalkwell" or the "Company")

Issue of Loan Notes to raise £750,000

and

Appointment of Joint Broker

Chalkwell is pleased to announce that it has raised £750,000 through the issue of £750,000 nominal of loan notes (the "Loan Notes"). Agneash Soft Commodities Plc, a Plus-Quoted investment company, invested £660,000 of the £750,000.

Use of Funds

The net proceeds from the issue of the Loan Notes have been used to acquire debt due from Core Oil & Gas Inc. ("Core") to Seadrift Management LLC and Wellmaster Exploration and Company LLC (the "Vendors").  The final payment to the Vendors amounted to US$1,181,507 relating to the acquisition by Core of Texas Land Office leases 108873 and 108874 covering a portion of Block 818 containing the Mustang Island 818-L field in Kleberg County, Texas (the "Asset").

As previously announced, Chalkwell has an option to acquire a 33.3% working interest and a 29.3% net entitlement interest in the Asset from Core, a transaction which would be classified as a reverse take-over under the AIM Rules.

Following this transaction, the loans made by Chalkwell to Core total approximately £2,750,000. The advances are secured on the Asset and under the terms of the debt purchase, Chalkwell has acquired from the Vendors a first lien security interest over the Asset, in addition to its pre-existing second lien security interest. 

The date by which Chalkwell is able to exercise its option agreement with Core has been extended to 19 August 2011 from 31 July 2011.

Loan Notes

The Loan Notes will be issued in two equal tranches of £375,000 ("Tranche A" and "Tranche B").

Tranche A converts automatically on the admission of Chalkwell's ordinary shares to trading on AIM, at a conversion price being the lower of 25p and a discount of 10 per cent to the admission price or the placing price of any fund raising conducted in conjunction with admission.

Tranche B of the Loan Notes has a two year term from the date of issue. Tranche B will pay an annual coupon equivalent to 10 per cent of the revenues generated by the Company attributable to the I-1 well (located in the Mustang Island field) until such time as they are converted or, if repaid, one year after such repayment. Tranche B are convertible at any point for a period of two years following issue at a price of 35p, or are repayable at twice face value at the maturity date.

Appointment of Joint Broker

The Board of Chalkwell is also pleased to announce the appointment of Rivington Street Corporate Finance Limited as joint broker to the Company.  Old Park Lane Capital remains as joint broker and Merchant Securities remains as joint broker and nominated adviser to the Company.

Footnotes

A figure of 25% Net revenue interest has previously been quoted instead of the 29.3% given above. The difference is accounted for by Texas State Royalty Tax which is a tax not a royalty and is therefore excluded from the generally accepted definition of Net Entitlement Interest.

The Final Results announcement dated 20th June 2011 incorrectly quoted one of the two lease numbers relating to the Asset as number 108877 instead of 108874 which is given above.

ENDS

For further information please contact:

Chalkwell Investments plc Bruce Evers, Executive Chairman	[phone]
Merchant Securities Limited (Nominated Adviser and Broker) Lindsay Mair/Lauren Kettle Old Park Lane Capital Luca Tenuta                                                                                   Rivington Street Corporate Finance Limited Jon Levinson/Dru Edmonstone	+ 44(0)20 7628 2200 [phone] [phone]
Bishopgate Communications Nick Rome/Michael Kinirons	[phone]

 

END

 

 

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