Lansdowne Oil & Gas plc (AIM: LOGP), the North Celtic Sea focused, oil and gas company, is pleased to provide a corporate financial update.
The Company has entered into an agreement with LC Capital Master Fund (“LCCMF”) to extend the payment date of its outstanding loan of £1.028 million (the “Loan”) currently due for repayment on 31 December 2021 (the “Loan Extension”).
Further, as part of LCCMF’s agreement to the Loan Extension, the Company has agreed to certain amendments to the warrants to subscribe for up to 26 million new ordinary shares in the Company that were granted to LC Capital Targeted Opportunities Fund LP (“LCCTOF” and, together with LCCMF, “LC Capital”) in December 2020 as part of a previous extension of the Loan (the “Existing Warrants”). The Existing Warrants have an exercise price of 1.2p/warrant and an expiry date of 31 December 2021.
The foregoing arrangements provide that:
· The repayment date of the Loan will be extended to 31 December 2022;
· The exercise period for the Existing Warrants has been extended to now expire on 31 December 2022, in line with the Loan Extension and the exercise price has been adjusted to 0.525p/warrant (being the closing mid market price on 29 December 2021); and
· Provision has been made for the Existing Warrants to be adjusted in the event of the Company completing any equity fundraising(s) prior to 31 December 2022 (an “Equity Fundraising”), such that (i) the exercise price per warrant be adjusted to an amount equal to the share issue price associated with the Equity Fundraising (if such issue price is lower than 0.525p), and (ii) the number of warrants is increased by such amount as to ensure that the maximum number of new ordinary shares in the Company that LCCTOP could acquire on exercise of the Existing Warrants represents the same proportion of the Company’s issued share capital as would have been the case prior to the completion of the Equity Fundraising.
Rather than allow the Existing Warrants to lapse on 31 December 2021 in accordance with their terms and new warrants be granted in their place on the amended terms as are detailed above, the Board elected to amend the terms of the Existing Warrants, which achieves the equivalent effect.
All other terms of the loan, which include a coupon of 5 per cent. per annum, remain unchanged.
Related Party Transaction
As LC Capital is a substantial shareholder in the Company as defined under the AIM Rules for Companies (the “AIM Rules”), it is considered to be a Related Party of the Company as defined under the AIM Rules and each of the Loan Extension and proposed amendments to the Existing Warrants (the “Warrant Amendments”) are considered to be a Related Party Transaction pursuant to Rule 13 of the AIM Rules.
The Directors of the Company independent from the Loan Extension and the Warrant Amendments, being the full Board, consider, having consulted with the Company’s Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the Loan Extension and Warrant Amendments are fair and reasonable insofar as the Company’s Shareholders are concerned.
Steve Boldy CEO of Lansdowne Oil & Gas commented:
“We would once again like to thank LC Capital for their continued support of Lansdowne.
The last year has seen record gas and electricity prices throughout Europe and increasing concerns regarding security of supply. There has also been a growing understanding that gas will be essential as a transition fuel for many years to come and that oil will also continue to be required.
Barryroe can play an important role in addressing these concerns and we will continue our efforts to move the project forward in the New Year”
For further information please contact:
Lansdowne Oil & Gas plc
+353 1 963 1760