NEW WORLD OIL AND GAS PLC 
By New World Oil and Gas Plc, the oil and gas operating, exploration and development company focused on Belize and Denmark, announces that it has raised gross £6.3 million through the issue of 315,000,000 new ordinary shares (the 'Placing Shares') at a price of 2 pence per share (the 'Placing').
The net proceeds of the Placing will be applied to test and appraise the Rio Bravo #1 well which the Company is currently drilling in Belize subject to a successful well logging programme. The Rio Bravo #1 well commenced drilling operations on 1 March 2013, and to date all operations are on schedule and under budget. A total depth of 8,800ft, targeting the Upper Jurassic Margaret Creek Formation is expected to be reached by late April 2013. Drilling results will be released once the total depth has been reached.
In the event that the Rio Bravo #1 well is not tested and appraised the funds will be used for (1) the drilling of two wells targeting the Harboe and Jelling prospects at the Company's Danica Jutland Project in Denmark ('Danica Jutland' or the 'Project') located in the highly prospective Jutland on-shore area in South West Denmark, (2) seismic interpretation and Competent Person's Report costs at the Project, and (3) for additional general working capital purposes.
BelizeDrilling is continuing in Belize at the West Gallon Jug prospect targeting a P50 un-risked prospective resource of 113 million barrels of oil (Y1 and Y2 intervals), as estimated by RPS Energy, totalling a P50 un-risked Net Present Value ('NPV10') of US$2.6 billion on a 100% working interest basis.
DenmarkThe Harboe prospect has been assigned P50 un-risked Prospective Resources of 351.2 Bcf and indicative P50 success case economics of US$377.6 million (net to NEW based on 80% Working Interest ('WI')) by the Company's Competent Person, RPS Energy ('RPS'). The Jelling prospect has been assigned P50 un-risked Prospective Resources of 166.4 Bcf and indicative P50 success case economics of US$176.0 million (net to NEW based on 80% WI) by RPS.
William Kelleher, Chairman and Chief Executive, said, "Thanks to the support and interest of both existing and new shareholders, we are now in a position where we can test and appraise the Rio Bravo #1 well which the Company is currently drilling in Belize (assuming a successful well logging programme) or, in the event the well is not tested, we are funded to drill two wells in the forthcoming 12 months on our highly exciting Danica Jutland project, targeting the Harboe and Jelling prospects, each of which could be transformative for the Company.
"In all, three wells are expected to be drilled over the next 12 months targeting combined gross P50 volumetrics of 200MMboe with a success case valuation for all three of US$3.62 billion net to the Company's interest. These figures represent just three out of over 40 prospects/leads identified across our portfolio to date. We are delivering on our objective of exposing our shareholders to meaningful potential upside through the systematic identification and de-risking of multiple prospects to the point of drilling. We believe that it is just a matter of time before we make a commercial hydrocarbon discovery and, in the process, create significant value for all our shareholders."
Details of PlacingThe Placing Shares will rank pari passuin all respects with the Company's existing ordinary shares and represent 46% of the Company's enlarged issued share capital following the Placing. Application has been made for the admission of the Placing Shares to be admitted to trading on AIM ('Admission'), and Admission is expected to occur, and dealings are expected to commence, at 08.00 on 8 April 2013. The expenses of the Placing are expected to amount to approximately £450,000.
Management participationThe three executive Directors have subscribed for Placing Shares as follows:
Director | Placing Shares | Shareholding following Placing | Percentage holding of issued shares following Placing |
William Kelleher ** | 10,979,358 | 15,927,758 | 2.36% |
Peter Sztyk *** | 10,979,359 | 21,418,830 | 3.17% |
Georges Sztyk **** | 10,979,359 | 20,585,497 | 3.05% |
** 15,927,758 Ordinary Shares will be held by Hydrocarbon Technologies Limited, which is wholly owned by the Danniella Noor Kelleher Trust. The interest is a non-beneficial interest.
*** 10,979,359 Ordinary Shares will be held by Dynamic Investments Limited, the ultimate beneficial owner of which is Peter Sztyk, 9,606,138 Ordinary Shares are held by the Black Sea and Caspian Trust, in which both Georges Sztyk and Peter Sztyk have a beneficial interest as potential (but unnamed) beneficiaries and 833,333 Ordinary Shares are held by Peter Sztyk in his own name.
**** 10,979,359 Ordinary Shares will be held by Dynamic Investments Limited, the ultimate beneficial owner of which is Peter Sztyk and 9,606,138 Ordinary Shares are held by the Black Sea and Caspian Trust, in which both Georges Sztyk and Peter Sztyk have a beneficial interest as potential (but unnamed) beneficiaries.
In order to assist the executive Directors with this participation, the Company has agreed to lend US$333,333.33 to Hydrocarbon Technologies Limited (the "HTL Loan") and US$666,666.67 to Dynamic Investments Limited (the "DIL Loans", together with the HTL Loan, the "Loans") to fund their subscriptions. The key terms of each of the Loans are as follows:
· The Loans will bear interest at 3% per annum compounded annually and have a final maturity date of 30 September 2014.
· The Loans are repayable (i) monthly in an amount equal to 20% of the monthly salary payable to (A) in the case of the HTL Loan, Hydrocarbon Technologies Limited and William Kelleher and (B) in the case of the DIL Loans, Dynamic Investments Limited and Peter Sztyk and Georges Sztyk, pursuant to their services agreements with the Company; and (ii) out of any bonus payment which may be awarded to Dynamic Investments Limited or Peter Sztyk or Georges Sztyk in the case of the DIL Loans and to Hydrocarbon Technologies Limited or William Kelleher in the case of the HTL Loan.
· The Loans are immediately repayable if William Kelleher, in the case of the HTL Loan, or Peter Sztyk/Georges Sztyk, in the case of the DIL Loans, ceases to be a director of, or provide services to, the Company.
· The Loans will also be repayable out of the proceeds of any sale of their Placing Shares by William Kelleher/Hydrocarbons Technologies Limited (in the case of the HTL Loan) or Georges Sztyk, Peter Sztyk or Dynamic Investments Limited (in the case of the DIL Loans).
The management participation as set out above, is a Related Party Transaction under the AIM Rules. The Independent Directors, being Fred Hodder, Stephen Polakoff and Chris Einchcomb, having consulted with the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Non-executive Directors' subscriptionsThe three non-executive Directors have also subscribed for Placing Shares as follows:
Director | Placing Shares | Shareholding following Placing | Percentage holding of issued shares following Placing |
Chris Einchcomb | 658,761 | 903,662 | 0.13% |
R. Frederick Hodder | 329,381 | 683,074 | 0.10% |
Stephen Polakoff | 658,762 | 1,345,282 | 0.20% |
The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following the Placing will therefore be 675,948,947. This figure may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Blue Creek Project - Amendment to Farm-Out Agreement
New World entered into an amendment agreement dated 19 December 2012 to the Blue Creek Farm-Out Agreement (as amended, 'the Agreement') with partner Blue Creek Exploration Ltd (announced 14 June 2012) which has amended the staged work programme detailed in the Company's readmission document dated 3 July 2012. Following the completion of two exploration wells from the Company's first drilled prospect, B Crest (Blue Creek#2 and Blue Creek#2A ST), as per the Agreement, New World currently has a 75% working interest in the Blue Creek Project which has been formally approved by the Belize Ministry of Natural Resources and the Environment. On the completion of the Rio Bravo #1 well, which is currently drilling, the Company will earn into a 100% working interest in the project. The percentages for each stage of the revised work-in programme are detailed in Table 1below.
Table 1 -BCE Farm-Out Work in Programme
Deliverable | Status | Farmor (Blue Creek Exploration) | Farmee (New World Oil and Gas Plc) |
45 line km 2-D seismic (Phase 1) | Completed | 87.5% | 12.5% |
125 line km 2-D seismic (Phase 2 - complete) | Completed | 75% | 25% |
43 line km 2-D seismic (Phase 3 - complete) | Completed | 65% | 35% |
Completion of 1st Exploration Well and 2nd Exploration Well (Blue Creek #2 well on B Crest Prospect and Blue Creek #2A ST well on B Crest Prospect) | Completed | 25% | 75% |
Completion of 3rd Exploration Well (Rio Bravo #1 well on West Gallon Jug Crest Prospect) | Ongoing | 0% | 100% |
** ENDS **
For further information please visit www.nwoilgas.com or contact:
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Notes
New World Oil and Gas Plc is an oil and gas operating company with three highly prospective projects in Belize and Denmark. New World is operator of all three projects where a systematic programme of seismic acquisition has resulted in multiple prospects being identified and derisked, a number of which have been classified by the Competent Person as being drill ready. In Belize drilling operations commenced at the West Gallon Jug Crest prospect on 1 March 2013. New World also operates two projects in onshore Denmark located in producing basins covering a combined area of over 2.6 million acres, making it the largest holder of acreage in Denmark.
Management is constantly evaluating additional projects that would complement the Company's growing portfolio, particularly late stage exploration or early production projects located in basins with large proven reserves that, in the opinion of the Directors, are undervalued, underdeveloped or under-performing.
Posted on: March 28th, 2013
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