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Nostra Terra O&G Co (NTOG)


Friday 26 May, 2017

Nostra Terra O&G Co

Acquisition of interest in Magnolia Petroleum plc

RNS Number : 4031G
Nostra Terra Oil & Gas Company PLC
26 May 2017

26 May 2017


Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")


Acquisition of interest in Magnolia Petroleum plc


Nostra Terra (AIM:NTOG), the oil and gas exploration and production company with a portfolio of assets in the USA and Egypt, announces that it has agreed today to acquire 204,226,748 ordinary shares of £0.001 each in Magnolia Petroleum plc ("Magnolia") (the "Magnolia Shares"), which represents a 10.9% interest in the ordinary share capital of Magnolia.


Magnolia is an AIM-quoted exploration & production company with assets in the mid-continent of the USA. Nostra Terra is making the investment as an alternative and additional way to increase its exposure to the oil and gas market in the USA.


Nostra Terra will acquire the Magnolia Shares for £125,000 consideration, equivalent to approximately 0.06 pence per Magnolia Share. As at close of business on 25 May 2017, the mid-market price of a Magnolia Share was 0.115 pence and accordingly, Nostra Terra is acquiring the interest in Magnolia at an approximate 47% discount to the prevailing price of a Magnolia Share.


The consideration for the Magnolia Shares will be payable as to £65,000 in cash and through the issue of 2,400,000 new ordinary shares of £0.001 each in Nostra Terra ("Ordinary Shares") (the "Consideration Shares"), at an implied issue price of 2.5 pence per share, which equates to a premium of 23% to the mid-market price of an Ordinary Share as at close of business on 25 May 2017.


The Magnolia Shares have been purchased from Steven Snead, the former CEO of Magnolia, and his family.


Nostra Terra also has the option to pay the full consideration in cash should it decide. The receipt of the Magnolia Shares and the issue of the Consideration Shares, should the Company not elect to settle the consideration fully in cash, is anticipated to take place on or before 30 June 2017. A further announcement will be made at that time. Until such point, it has been agreed that Nostra Terra has direction over the voting rights of the Magnolia Shares.


For the year ended 31 December 2015, Magnolia reported revenues of US$1,991,021 and a loss before tax of US$9,793,276. As at 30 June 2016, Magnolia reported net assets of US$6,534,072.


This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.


For further information, visit or contact:


Nostra Terra Oil and Gas Company plc

Matt Lofgran, CEO


+1 480 993 8933

Strand Hanson Limited

(Nominated & Financial Adviser and Joint Broker)

+44 (0) 20 7409 3494


Rory Murphy / Ritchie Balmer


Smaller  Company Capital Limited (Joint Broker)

+44 (0) 20 3651 2910


Rupert Williams / Jeremy Woodgate



This information is provided by RNS
The company news service from the London Stock Exchange

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