Loan Stock Draw Down, Conversion and Issue of E...
Nostra Terra Oil and Gas Company plc
('NTOG' or the 'Company')
Loan Stock Draw Down, Conversion and Issue of Equity
30 January 2008
Pursuant to the facility agreement (the `Facility Agreement') dated 25 June 2007 between the Company and Power Elite
Trading Inc (`PET'), and as detailed in the Company's admission document dated 25 June 2007, PET provided a facility
of up to £600,000 (the 'Facility') which the Company could draw down into loan stock, subject to certain
conditions. In addition, PET had the option to require up to £300,000 of the Facility to be drawn if at the end of the
facility period, being one year from admission to AIM, that sum had not been drawn down. Following the draw down and
conversion of a total of £200,000 of the Facility in two tranches of £100,000, as announced on 19 September 2007 and 29
November 2007 respectively, PET has offered to waive the conditions and make a further £100,000 of the Facility
available to be drawn down immediately as loan stock should the Company wish to do so. The Company has agreed to the
draw down to provide further working capital. PET has instructed the Company that following the draw down, the £100,000
of loan stock is to be converted into ordinary shares in the Company at a rate of one ordinary share for every of 0.5p
of loan stock, in accordance with the Facility Agreement.
Name Amount of Loan Stock Number of Ordinary
Converted Shares
Power Elite Trading Inc £100,000 20,000,000
Following this draw down, a total of £300,000 of the Facility will have been drawn down by the Company. The remaining
£300,000 of the Facility is available to the Company at any time up until 20 July 2008, after at least three wells have
been subject to re-entry procedures, drilling, completing and pilot producing under the Company's work programme to
declare that the net revenues to be derived from sales of hydrocarbons will be insufficient, when added to the Company's
available cash resources, to finance the working capital requirements of the Company until 20 January 2009. In such
circumstances the Company may then draw down all or part of the remaining balance of the Facility in the form of zero
coupon convertible loan stock.
As a result of the loan stock conversion, PET will be interested in 20,000,000 ordinary shares in the Company. This
holding represents 5.46% of the issued share capital of the Company, as enlarged by the conversion of the loan stock.
Following the issue and allotment of the new ordinary shares, the Company will have 366,424,522 ordinary shares of
0.1p in issue.
Application has been made for the new ordinary shares to be admitted to trading on AIM on 4 February 2008.
For further information contact:
Nostra Terra Oil and Gas Company plc
Brian Courtney, Chief Executive Officer bcourtney@ntog.co.uk
Stephen Oakes, Non-executive Director Tel: +44 (0)207 877 8788
Blomfield Corporate Finance Limited Tel: +44 (0)20 7512 0191
Alan MacKenzie
Ben Jeynes
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