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Sefton Resources (SER)


Friday 23 October, 2015

Sefton Resources

Board Changes and Resignation of Nomad

RNS Number : 1918D
Sefton Resources Inc
23 October 2015

23 October 2015

Sefton Resources, Inc.

("Sefton" or the "Company")

Notice of Annual General Meeting, Board Changes and Resignation of Nominated Adviser

The board of Sefton announces that, on 27 October 2015, it will post to shareholders a circular (the "Circular") containing a notice convening an annual general meeting of the Company ("AGM") to consider certain resolutions. The AGM is to be held at the Novotel London Tower Bridge, 10 Pepys Street, EC3N 2NR, London at 1.00 p.m. on 13 November 2015.

Below are edited extracts from the Circular which will shortly be available on the Company's website: The same definitions apply throughout this announcement as are applied in the Circular.

1.                  Introduction


As announced by the Company on 10 September 2015, the Company received a requisition of an extraordinary general meeting which proposed the removal of Tom Milne, Keith Morris and Raylene Whitford as Directors of the Company, and the appointment of Clement Chambers as Interim Chief Executive Officer and Michael Hodges as Non-Executive Director of the Company (the "Proposed Directors").  The requisitioners were the former interim chairman, Daniel Levi, Christopher Williams and Charnjit Matharu, who collectively declared a beneficial interest in and represent 11.29 per cent. of the Company's issued Common Shares.  Further announcements of 29 September, 12 October, 14 October and 16 October 2015 have described the situation agreed between the Proposed Directors and the Board.


2.                  The Position of the Board & Management


Mr Keith Morris resigns from the Board with effect from 7.00am today.  Ms Raylene Whitford, previously a Director of the Company, and Chief Financial Officer (non-Board) and Company Secretary of the Company has also ceased her roles and left the employment of the Company with effect from 7.30am today.


Mr Jossy Rachmantio, the Executive Chairman, will remain in his role during a handover period and has indicated his intention to stand down at or before the AGM.


Mr Tom Milne will not stand for election at the AGM and will leave the Board on the conclusion of the AGM.  Mr Milne will remain as a director of the Company until the AGM so that he can remain engaged with the Company's efforts in relation to the bankruptcy court proceedings in Denver, Colorado USA, due to be heard on 11/12 November 2015 (as announced on 24 September 2015).


Mr Clement Chambers and Mr Michael Hodges will be appointed as Interim Chief Executive Officer and Non-Executive Director respectively with effect from 7.30am today.  Both Mr Chambers and Mr Hodges are standing for election at the AGM.


If either or both Mr Chambers or Mr Hodges are not re-elected as Directors at the AGM, then Resolution 5 will be put to Shareholders to wind-up the Company.  The minimum number of Directors allowed under the Articles is two.

3.                The Position of the Company's Nominated Adviser & the Ongoing Trading of the Common Shares


As announced on 16 October 2015, the Company's Nominated Adviser, Allenby Capital, ceases to act for the Company with effect from 7.00am today.  No replacement Nominated Adviser has been identified at this time.  As no alternative Nominated Adviser has been appointed, the Company's Common Shares are suspended from trading on AIM with effect from 7.30am today.


Under the AIM Rules, any company that does not have a Nominated Adviser has its admission to trading on AIM immediately suspended, and if a new Nominated Adviser is not appointed within one month of the previous Nominated Adviser ceasing to act, then the admission to trading on AIM of its shares will be cancelled.


The Board has investigated the option of making an application for the Common Shares to be admitted to trading on the ISDX Growth Market.  Having discussed this option with two ISDX Corporate Advisers (neither being Allenby Capital Limited), it appears unlikely that this is a viable option.


The Board is investigating the option of adding the Common Shares to the BritDAQ community platform for companies and investors ( in the event that a replacement Nominated Adviser is not appointed within the next month.


4.               Future Strategy of the Company


Mr Chambers has indicated to Mr Rachmantio that the Proposed Directors have a number of oil and gas projects that they intend to pursue, whether or not the Company's Common Shares remain admitted to trading on AIM.  The Board expects Mr Chambers and Mr Hodges to provide a more detailed update of the Company's new strategy ahead of the AGM.


5.               Cash Position & Banking Account


As announced on 16 October 2015, the Development Agreement with UTAS Petroleum Services Limited ("UTAS") was terminated with effect from 15 October 2015.  The Company has received £288,228 from UTAS, being the unspent balance of the Company's advanced payment under commercial terms of £500,000 (the "Payment Advance") to UTAS to allow the joint venture established under the Development Agreement to progress the due diligence and possible funding arrangements for certain oil and gas properties in Indonesia which had been identified as potential target assets. If UTAS is able to complete the Potential Transaction (as defined in the announcement of 25 June 2015) with a third party, then the balance of the Payment Advance expended on due diligence of the assets will also be refunded to the Company.


Following the receipt of the funds from UTAS, the Company's cash balance as at 22 October 2015 is $504,300.


Royal Bank of Scotland plc, the Company's principal bankers in the UK, have given notice that the Company's account will likely be closed in the event that the admission to trading on AIM of the Common Shares is cancelled, as the Company will no longer meet its criteria to continue as a client.


6.               Current Trading


The Company continues to keep its legacy Kansas Assets on a care and maintenance regime whilst the bankruptcy proceedings are ongoing. An independent report was commissioned which substantiates the net book value of the assets on the Company's balance sheet.  The Company continues to seek potential buyers for the Kansas Assets, however recognises the difficulties in the market due to the current depressed oil price.


7.               Annual General Meeting


Set out at Part IV of the Circular is a notice convening the AGM to be held at 13:00 on 13 November 2015 at the Novotel London Tower Bridge, 10 Pepys Street, EC3N 2NR London, U.K., at which the AGM Resolutions will be put to Shareholders. Resolutions 1,2,3 and 4 will be proposed as ordinary resolutions and will require a simple majority of the votes cast for each to be passed.  Resolution 5 will be proposed as a special resolution and will require a three-quarters majority of the votes cast to be passed.


Resolution 5 will only be proposed in the event that Resolution 3 and/or Resolution 4 is not passed by Shareholders.



8.               Action to be taken

You will find enclosed with the Circular a Form of Proxy for use by Shareholders for the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions in the Notice and printed on the Form of Proxy. To be valid, the completed Form of Proxy must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event by no later than 13:00 on 11 November 2015 (or, in the case of any adjournment or postponement of the AGM, not later than 48 hours before the time fixed for the holding of the adjourned or postponed meeting). Completion of a Form of Proxy will not preclude you from attending the AGM and voting in person if you so choose.

If you are a holder of Depository Interests, you will find enclosed with this letter a Form of Instruction for use in the AGM. To be valid, the Form of Instruction for the AGM, should be completed signed and returned in accordance with the instructions printed thereon to the Company's depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but in any event must arrive not later than 16:00 on the 10 November 2015.

Visit or contact:

Jossy Rachmantio, Executive Chairman

Tel: 020 7872 5570

Nick Bealer, Cornhill Capital (Broker)


Tel: 020 7710 9612



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