Attis Oil and Gas Ltd (AOGL.L) Proposed Amalgamation of Attis and Helium One

Proposed Amalgamation of Attis and Helium One Treasury Ltd

Attis Oil and Gas Limited (AIM:AOGL) is pleased to announce it has entered into a binding Implementation Agreement with Helium One Treasury Ltd, a wholly owned subsidiary of Helium One Global Limited (“Helium One”). The agreement, subject to certain conditions as set out below, sets out the commercial terms of a proposed merger by way of an amalgamation under BVI law (“Amalgamation”). Helium One is a private company focussed on exploration and development of the globally significant Rukwa Helium Project in Tanzania.

The Amalgamation represents what the Attis Directors believe to be a potentially transformational and value-enhancing transaction for Attis Shareholders, giving them the opportunity to participate as investors in a globally unique, large-scale, high-grade, primary helium project.

Key Points

· Amalgamation values Attis at £1.76m, representing approx. 0.012p for each Attis Ordinary Share of no par value (“Attis Shares”)

· Helium One valued at £6.0m, representing 2.84p for each Helium One share

· Attis shareholder to be issued 1 Helium One share for every 236 Attis shares

· Target admission of Helium One to AIM on or around 3 December 2020 subject to minimum fundraise of £5m and completion of other matters as set out below

Investors are advised that material conditions, including completion of the fundraise to be undertaken in conjunction with the Admission, publishing a Schedule One Notice under the AIM Rules and obtaining Attis Shareholder approval for the Amalgamation and associated cancellation of the Attis Shares on AIM, remain outstanding and therefore there can be no guarantee that the Amalgamation will proceed as detailed here.

About Helium One

· Helium is a vital and irreplaceable element which is used globally by many industries and is an essential component material in modern technologies including key growth areas in medical, technology and aerospace sectors.

· Helium One has identified a globally unique, large-scale, high-grade, primary helium project in Tanzania which has strategic global implications in resolving the supply-constrained helium market.

· Rukwa Project is an advanced exploration project with 21 Prospects and 4 Leads based on reprocessed seismic lines, high resolution gravity survey, and surface seeps of up to 10.5%He.

· Independently verified (SRK Consulting) ‘Best Estimate’ Unrisked Prospective Resource of 138 Bcf (2U/P50) for the Company’s Rukwa Project.

· Five years of Tanzanian operating experience with drilling planned for Q1/Q2 2020.

The Company currently expects cancellation of the Attis Shares from trading on AIM pursuant to AIM Rule 41 to become effective at 7.00am on or around 3 December 2020 with Helium One’s admission to AIM that day.

Attis Chairman, Paolo Amoruso, commented: “This potential transaction is excellent news for the shareholders of Attis. With helium wholesale prices doubling over the last two years based on critical under-supply, listed primary helium companies in Canada and Australia have experienced significant share-price appreciation over the last 6 months.”

Helium One CEO, David Minchin, commented: “We are delighted to be entering into this transaction with Attis which we hope will lead to us being able to bring Helium One to the London market. Not only is Helium One one of the few companies with a globally significant resource seeking to address the current helium supply crisis, it could also become the only company on AIM where investors can get involved with the exciting and expanding helium space. Helium One plans to pursue an aggressive exploration and development plan starting with drilling in Q1/Q2 next year.”

Further details of the Amalgamation and on Helium One will be included in the Notice of General Meeting for Attis Shareholders and in the Helium One Admission document, both expected to be published shortly.


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