Placing and Corporate & Directorate Update
NOSTRA TERRA OIL AND GAS COMPANY PLC
("Nostra Terra", "NTOG" or the "Company")
Placing, Directorate Change, Debt Conversion and Change of Adviser
30 June 2009
The Company is pleased to announce:
· A placing of 390,000,000 new ordinary shares at 0.1p to raise £390,000
before expenses
· The appointment of Matt Lofgran as its new Chief Executive Officer in place
of Brian Courtney who resigns today
· The settlement of all outstanding convertible loan stock issued in 2007
· The settlement of outstanding directors' and management fees and expenses by
the issue of new shares
· The appointment of Alexander David Securities Limited as Broker
Placing and Directorate Changes
Nostra Terra, the AIM-quoted oil and gas company, is pleased to announce that it
has completed a placing of 390,000,000 new ordinary 0.1p shares in the Company
(the "Placing Shares") at a price of 0.1p per share, raising £390,000 before
expenses, conditional only on admission (the "Placing").
Brian Courtney has today resigned as CEO and Director. The board would like to
thank Mr. Courtney for his time with the Company, specifically acknowledging his
role in the Company's admission to trading on AIM. The Company wishes him well
in the future.
The Company is also pleased to announce the appointment of Matthew Blaine
Lofgran, 33, as the new Chief Executive Officer with effect from admission of
the new shares.
Mr. Lofgran, 33, a US national and resident, has wide experience of business
development in the energy, real estate, and communications sectors. Prior to
joining NTOG, Mr. Lofgran was with Robson Energy, LLC latterly as VP of
International Business Development. Here he launched the oil & gas division,
field services division, and subsequently the coal division. Matt was
responsible for expanding Robson Energy into new markets, including Mexico.
Mr. Lofgran is subscribing for 15,000,000 Placing Shares which will represent
1.52 per cent. of the Company's issued ordinary share capital as enlarged by the
Placing and debt conversions. Glenn MacNeil, the Company's Finance Director, is
subscribing for 25,000,000 of the Placing Shares. Following the Placing and debt
conversions, Mr. MacNeil will be interested in 5.57 per cent. of the Company's
issued share capital as so enlarged by the Placing and debt conversions. The
independent directors, who have consulted with the Company's nominated adviser,
believe that the terms of the Placing to Mr. MacNeil are fair and reasonable in
so far as shareholders are concerned.
Lock-In and Orderly Market Arrangements
Mr. Lofgran has entered into a lock-in and orderly market agreement with
the Company, under which he has agreed not to dispose of any of the Placing Shares,
or any other ordinary shares acquired by him, for a period of 12 months from the
date of admission. Mr. Lofgran has also undertaken not to dispose of any
ordinary shares in which he is beneficially interested for a further period of
12 months following the expiration of the lock-in period without the prior
approval of the Company and its broker.
Mr. MacNeil has also entered into an orderly market agreement with the Company,
under which he has agreed not to dispose of any of the Placing Shares in which
he is interested for a period of 12 months from the date of the Placing,
without the prior consent of the Company and its broker.
Each of the existing directors and Brian Courtney have entered into orderly
market agreements under which they have each agreed only to dispose of their
existing shareholdings with the Company's consent and through the Company's
broker for during the next 24 month period.
Future Strategy
The New Chief Executive intends the Company to pursue two distinct strategies.
Firstly the Company will assess prospects for its existing Ukrainian assets.
Secondly, the Company will look to acquire assets in the USA, where
opportunities are currently being evaluated, including a prospect in which Mr
Lofgran has an interest. Any acquisition from Mr Lofgran would be satisfied by
the issue of new shares, supported by an independent valuation.
Debt Conversion and Cancellation of existing directors' warrants
The Company is also pleased to announce that it has reached agreement with all
holders of outstanding loan notes issued in 2007 whereby the outstanding
£252,951 (together with an additional £4,000 owing to one of the loan note
holders) is settled by the payment of £35,131 in cash and the issue of
110,910,200 new ordinary shares at an effective issue price of 0.2 pence per
ordinary share ("Creditor Shares").
The loan note holders include Brian Courtney as to £5,479 and N Desmond Smith (a
former director of the Company) as to £17,268, who will each be receiving only
new ordinary shares in settlement. Cash payments to the other loan note holders
represent 15 per cent. of the outstanding amount owing. 2,142,700 of the
Creditor Shares to be issued to Brian Courtney are to be issued in his name and
the balance of 596,800 Creditor Shares are to be issued to Concorde Sierra Group
Inc, a company of which Brian Courtney is a shareholder and director.
The directors and management of the Company have, in addition, agreed to convert
£125,682 of outstanding directors' and management fees and travel expenses into
new ordinary shares in the Company - also at an effective issue price of 0.2p
per ordinary share. Consequentially, the Company has issued a further 62,841,000
new ordinary shares ("Directors' Fee Shares") in satisfaction of this
outstanding debt. The directors have agreed to receive the following numbers of
Directors' Fee Shares.
Brian Courtney* 14,077,796
Glenn MacNeil 23,434,204
Desmond Smith** 10,399,000
Sir Adrian Blennerhassett 5,500,000
Stephen Oakes 5,500,000
*of which 10,518,500 are being issued to Concorde Sierra Group Inc., a Company
of which Brian Courtney is a director and shareholder.
**of which 7,050,500 are being issued to Masterworks (Overseas) Limited,
a Company of which Neville Desmond Smith is a shareholder and director. N Desmond
Smith was a director of NTOG within the last 12 months.
In the absence of any independent directors, the Company's nominated adviser,
Blomfield Corporate Finance Limited, believes that the terms of issue of the
Directors' Fee Shares are fair and reasonable in so far as shareholders are
concerned.
Following the completion of the Placing and the appointment of Mr. Lofgran, the
Company will cancel all outstanding warrants and options to existing officers
and directors.
Following the issue and allotment of the Placing Shares, the Creditors Shares
and the Directors' Fee Shares, insofar as the Company is aware, the Company will
have the following significant shareholders. The directors' interests are also
detailed below:
Percentage Percentage
Number of of issued Number of of issued
ordinary ordinary shares ordinary
shares share following share
prior to capital the capital
the prior to Placing following
Placing the and debt the
and debt Placing and conversions Placing and
conversions debt conversions debt conversions
Matt 0 0.00% 15,000,000 1.52%
Lofgran
Glenn 6,632,428 1.56% 55,066,632 5.57%
MacNeil
Brian 0 0% 5,631,996 0.57%
Courtney
*Concorde 3,260,441 0.08% 14,375,741 1.46%
Sierra
Group Inc.
Blomfield 0 0% 36,486,250 3.69%
Corporate
Finance
Limited
Stephen 8,666,666 2.04% 14,166,666 1.43%
Oakes
Sir Adrian 0 0% 5,500,000 0.56%
Blennerhassett
N. Desmond 0 0% 24,554,638** 2.49%
Smith
(former
director)
*Ucoco 71,729,713 16.92% 71,729,713 7.26%
Energy Inc.
*Controlled by Brian Courtney (former director)
** of which 7,050,500 are held in the name of Masterworks (Overseas) Limited
Following the issue and allotment of the Placing Shares, the Creditor Shares and
the Directors' Fee Shares (together the "New Shares"), the Company will have
987,767,580 ordinary shares of 0.1p each in issue. Application will be made for
the New Shares to be admitted to trading on AIM. Admission of the New Shares is
expected to occur on 6 July 2009.
Issue of Warrants
Subject to the Company entering into a joint venture agreement within 12 months,
the board has agreed to issue warrants to Mr Lofgran conferring the rights to
subscribe for such number of Shares as is required to be issued to Mr Lofgran
such that his total holding of Shares in the Company, when aggregated with any
person or persons with whom he is or would be considered to be acting in
concert, shall equal twenty nine point nine per cent. of the fully diluted share
capital of the Company at a price of 0.1p per ordinary share.
Change of Adviser
The Company is also pleased to announce the appointment of Alexander David
Securities Limited as Broker with immediate effect.
Annual General Meeting
The Company expects to convene its Annual General Meeting for 12.30 pm on 24
July 2009, to be held at Finsgate, 5-7 Cranwood Street, London EC1V 9EE. Glenn
MacNeil will not stand for re-election at the upcoming AGM.
There are no further disclosures required, in accordance with Schedule Two
paragraph (g) of the AIM Rules for Companies, in relation to Mr. Lofgran's
appointment.
For further information contact:
Nostra Terra Oil and Gas Company plc
Stephen Oakes, Non-executive Director Tel: +44 (0)207 877 8788
Blomfield Corporate Finance Limited Tel: +44 (0)20 7489 4500
Alan MacKenzie
Peter Trevelyan-Clark
Ben Jeynes
Alexander David Securities Ltd Tel: +44 (0)20 7448 9820
David Scott
Bill Sharp
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