AAOG confirms that is has received a proposal (the “Jub Proposal”) from Jub Capital Ltd (“Jub”) that envisages the following:
· Acquisition by Jub of the ordinary shares in the capital of the Company (the “Ordinary Shares”) currently held by RiverFort and its associates at a price of 1p per Ordinary Share (the “Issue Price”) with a substantial part of the proceeds of that acquisition returned to the Company pursuant to the terms of the Investor Sharing Agreement with RiverFort;
· Subscription for new Ordinary Shares at the Issue Price giving proceeds of approximately £300,000 to the Company (the “Subscription Proceeds”). Each new Ordinary Share would have a number of warrants attached exercisable within the next two years at 1.5p per new Ordinary Share to be issued;
· The resignation of Phil Beck, James Cane and Nick Butler from the board of the Company but implying the retention of Sarah Cope and Brian Moritz on the board;
· The appointment of Alex MacDonald and Matt Thompson as directors; and
· The withdrawal of the resolutions giving effect to the SPA agreed with Zenith Energy and the proposed RiverFort Financing as announced on 27 December 2019.
Oxford Energy Ltd (a company controlled by Matt Thompson) has written a letter of support which presumes the provision of a $5m loan to the Company on indeterminate terms and subject to certain unspecified conditions. The Company is informed that this loan would be secured over 100% of the shares in AAOG Congo, the Company’s wholly owned subsidiary in Congo which holds the 56% interest in the Tilapia licence, and is likely to be repayable upon receipt of monies from SNPC. However, Jub envisages only drawing down on this loan in the event that a new licence is granted over the Tilapia oil field.
The Jub Proposal was received at around 5.30 p.m. last night. Richard Jennings of Align Research has identified himself as the “architect behind the proposal” and told the Company at 6 p.m. last night of his intention to release details of the Jub Proposal to the market today.
Accordingly, the directors have considered the Jub Proposal carefully overnight and discussed certain aspects with Jub and Messrs Thompson, MacDonald and Jennings this morning. However, the Company has unanswered questions that require resolution before the board can make a fair assessment regarding the Jub Proposal. In particular, the board makes the following initial observations:
· The Jub Proposal does not articulate on what terms or what conditions the loan from Oxford Energy shall be made available. The Company has not yet established the bona fides of Oxford Energy.
· The Jub Proposal does not outline how the new management team anticipate unlocking value from the Tilapia field for shareholders.
· The Jub Proposal contains a number of conditions precedent that are not in the Company’s gift – namely, the withdrawal of the resolutions to give effect to the Zenith transaction and the sale of the Ordinary Shares by RiverFort.
The board will consider the Jub Proposal in good faith once the above issues and queries are addressed.
In the meantime, the board continues to negotiate the terms of the RiverFort Financing referred to in the announcement of 27 December and which will be subject to the approval of shareholders at the general meeting called for 13 January 2020. The Company anticipates making a further announcement in this regard in due course.
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