Standby Equity Distribution Agreement
AIM: NTOG
7 September 2011
Nostra Terra Oil and Gas Company plc
("Nostra Terra" or the "Company")
£5 million Standby Equity Distribution Agreement
Nostra Terra, an oil and gas producer with assets in the USA, is pleased to announce that it has entered into a Standby Equity Distribution Agreement ("SEDA") for up to £5 million with YA Global Master SPV Ltd. ("YA Global"), which is advised by Yorkville Advisors, LLC.
Under the SEDA, YA Global has agreed to subscribe in tranches ("Advances") for up to a maximum of £5 million of the Company's ordinary shares of 0.1 pence each ("Ordinary Shares") over a period of up to 36 months.
Ordinary Shares issued under the SEDA will be priced at 96% of the lowest of the daily volume weighted average prices ("VWAP") during the ten day pricing period following a draw down request or at a price agreed in writing between the Company and YA Global prior to the commencement of the pricing period. The Company also has the right to set a minimum acceptable price for each draw down. The draw down is subject to certain restrictions, including marketability, which may limit the total amount available under the SEDA. The amount of an Advance cannot exceed: (a) such amount as would result in YA Global holding more than 2.99 per cent. of the total issued share capital of the Company or 0.99 per cent. if the Company is in a takeover period; (b)£2,000,000 ; (c) an amount equal to 200 per cent. of the average daily trading volume of the Ordinary Shares multiplied by the VWAP on AIM for the relevant pricing period; (d) such other amount as may be agreed upon by the mutual consent in writing of the parties and (e) such amount as when aggregated with all other Advances already made would exceed the maximum commitment amount of the SEDA. Use of the facility is entirely at the discretion of the Company and there are no penalties for not requesting an Advance.
Any shares to be issued in relation to the SEDA shall be admitted to AIM. Nostra Terra may elect to increase the commitment amount under the SEDA from £5 million to £10 million at any time during the three year term.
Matt Lofgran, Chief Executive of Nostra Terra, commented:
"Nostra Terra continues to see numerous opportunities for it to grow its asset base and while not all opportunities make it to the due diligence phase, the Company continues to evaluate a number of potential transactions. Whilst most of these are within its existing resources, the Board wanted to ensure that it has the capability to enter negotiations with potential partners in the best position. As a result, we believe that the SEDA is a good way to continue to show the financial strength of the Company and will enable us to move quickly on exploiting these opportunities".
For further information, visit www.ntog.co.uk or contact:
Nostra Terra Oil and Gas Company plc
Matt Lofgran, CEO
mlofgran@ntog.co.uk Telephone: +1 480 993 8933
Shore Capital and Corporate Limited
Bidhi Bhoma / Toby Gibbs Telephone: +44 (0) 20 7408 4090
Alexander David Securities Ltd
David Scott / Bill Sharp Telephone: +44 (0)20 7448 9820
Lothbury Financial Services Limited
Gary Middleton Telephone: +44 (0)20 7868 2010
Notes to Editors:
Nostra Terra Oil and Gas Company is fully funded for all its projects in the US where it is extracting new oil from old fields using new technology and drilling techniques.
States such as Oklahoma have recently been going through a new oil and gas boom with the Energy Information Administration of the US Department of Energy estimating that Oklahoma alone has proved oil reserves of 610 million barrels of oil and 14 trillion cubic feet of natural gas.
According to the Colorado Office of Economic Development and International Trade, gross production value of oil and gas produced in Colorado is steadily increasing, from $2.7 billion in 2002 to an estimated $8.2 billion in 2005. This increase is a result of significant growth in both production volume and commodity price. Gas and/or oil production occurs in over 65% of Colorado's 64 counties, making Colorado one of only seven states that are net gas exporters.
Nostra Terra's initial foray into the US is proving successful and paving the way for much larger deals as shown by the last two acquisitions in Colorado and Oklahoma announced in the last two months.
This information is provided by RNS
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