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Tuesday 18 December, 2018

AIM

Sch 1 update - Greenfields Petroleum Corporation

RNS Number : 8483K
AIM
18 December 2018
 

 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Greenfields Petroleum Corporation (the "Company" or "Greenfields")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

 

Registered address: 190 Elgin Avenue, George Town, Grand Cayman, KYI-9005, Cayman Islands

Trading address: 211 Highland Cross Drive, Suite 250, Houston Texas, 77073, U.S.A.

 

COUNTRY OF INCORPORATION:

Cayman Islands

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.greenfields-petroleum.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Greenfields is an oil and natural gas exploration and development company focused on the development and production of proven oil and gas reserves in Azerbaijan. The Company has been listed on the TSX-V since November 2010, trading under the ticker "GNF".  As at 21 November 2018, its market capitalisation was approximately CAD$13.5m based on a share price of CAD$0.75.

 

The Company owns Bahar Energy Limited ("Bahar Energy"), which on 22 December 2009 entered into an agreement relating to the exploration, rehabilitation, development and production of the offshore block in Azerbaijan, including the Bahar Gas Field and the Gum Deniz Oil Field (the "ERDPSA").  The parties to the ERDPSA are Bahar Energy, the State Oil Company of the Republic of Azerbaijan ("SOCAR") and the SOCAR Oil Affiliate ("SOA"). Bahar Energy has an 80 per cent. participating interest and SOA has a 20 per cent. participating interest in the ERDPSA. Bahar Energy formed Bahar Energy Operating Company Limited, a company incorporated in Dubai, UAE ("BOEC") for the purpose of conducting operations on behalf of Bahar Energy and SOA under the ERDSPA.

 

Prior to 9 August 2016, Bahar Energy was owned 33.33 per cent by the Company and 66.67 per cent by Baghlan. On 9 August 2016, the Company, through its wholly-owned subsidiary GPIC, completed the acquisition of Baghlan's interest in Bahar Energy for a cash consideration of $6.0 million and the release and discharge of all liabilities, claims and demands owed to Bahar Energy, the Company and BEOC by Baghlan. Upon completion of the Acquisition, Bahar Energy became a wholly-owned subsidiary of the Company.

 

The Bahar Gas Field and the Gum Deniz Oil Field are located in the north-western portion of the South Caspian Basin which covers an overall area of approximately 207,000 km2. These two mature fields have remaining estimated gross 3P reserves of over 150 mmboe. Greenfields assets are producing approximately 4,400 Boed - approximately 75 per cent of this production is gas and sold to SOCAR on a fixed price contract. The remaining 25 per cent. of the Company's production is oil and is sold under a world oil marketing contract. SOCAR and industry participants have a strong demand for the Company's products.

 

Whilst the Company's near-term focus is on successful implementation of the opportunity in the ERDPSA, it remains interested in expanding its oil and gas assets through farm-ins and acquisitions of PSAs from foreign governments of previously discovered but undeveloped international oil and gas fields, also known as "greenfields", when and where considered to be commercially attractive to the Group. 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Common Shares of $0.01 each (Number [TBC]).

 

Placing shares issued to a resident of Canada may not be sold, transferred or otherwise disposed on the TSX-V or, except pursuant to an exemption from the prospectus requirements under Canadian securities laws, to any person in Canada, on the TSX or otherwise into Canada for a period of 4 months and 1 day following the issuance of the Placing Shares.

 

Other than detailed above, there are no restrictions on the transfer of securities to be admitted.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Anticipated capital raise

[TBC]

Anticipated market capitalisation

[TBC]



PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

[TBC]

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

TSX-V (TSXV:GNF)

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

John W. Harkins - Chief Executive Officer

Jose A. Perez-Bello - Chief Financial Officer

Michael J. Hibberd - Non-Executive Director

Geir Sagemo - Non-executive Director

David B. Fransen - Non-Executive Director (resigning prior to Admission)

Martin K. Thomas - Proposed Non-Executive Director

Lindsay M. Brown - Proposed Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

Before Admission

After Admission

Vitol Energy (Bermuda) Ltd

42.8%

[TBC]

City Financial Investment Company Limited

4.7%

[TBC]

John W. Harkins

3.5%

[TBC]

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)    31 December

(ii)    30 September 2018 (unaudited Q3 results); 30 June 2018 (unaudited H1 results)

(iii)   30 June 2019 (in respect of year ended 31 December 2018), 30 September (in respect of the six months ended 30 June 2019), 30 June 2020 (in respect of year ended 31 December 2019)

 

As an existing TSX-V listed company, Greenfields prepares quarterly reports which are made available on its website and www.sedar.com in addition to the requirements of AIM Rules 18 and 19.

 

EXPECTED ADMISSION DATE:

 

Late January 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

Mayfair

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Mirabaud Securities Limited

5th Floor

10 Bressenden Place

London SW1E 5DH

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Copies of the Admission Document, which will contain full details about the Company and the admission of its securities, will be available from the offices of Strand Hanson Limited, 26 Mount Row, London W1K 3SQ, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of one month from the date of Admission. A copy of the Admission Document will also be available for download at the Company's website at http://www.greenfields-petroleum.com/

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

National Instrument 58-101 - Disclosure of Corporate Governance Practices of the Canadian Securities Administrators & QCA Corporate Governance Code (2018)

 

DATE OF NOTIFICATION:

 

18 December 2018

 

NEW/ UPDATE:

 

UPDATE

 

 

 


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