Simwell deal28 Sep 2022 11:15
Wed, 28th Sep 2022 07:00
RNS Number : 9036A
Reabold Resources PLC
28 September 2022
28 September 2022
Reabold Resources plc
("Reabold" or the "Company")
Conditional Acquisition of Simwell Resources Limited ("Transaction")
Reabold, the AIM quoted investing company with a portfolio of upstream oil and gas projects, is pleased to announce the execution of a Sale and Purchase Agreement ("SPA") for the conditional acquisition of Simwell Resources Limited ("Simwell").
Key Highlights:
· Reabold is to acquire Simwell at a low acquisition cost with a total initial consideration, plus the repayment of all outstanding creditors/liabilities, of £1 million
· The transaction substantially increases Reabold's footprint in the emerging Zechstein trend, complementing its onshore position in PEDL183, including the West Newton project
· The licences have a number of prospects covered with high quality 3D seismic data
· Licence P2332 has prospects to be derisked by success at the Pensacola well
Transaction Details:
The SPA between the shareholders of Simwell ("Sellers") and Reabold provides for the conditional sale of the entire issued share capital of Simwell to Reabold. Concurrently, Reabold will settle the outstanding creditors/liabilities of Simwell. Reabold has agreed to pay the following amounts for the Transaction:
· An initial consideration of £361,840.93 to the Sellers to be satisfied by the issue of 134,105,159 new ordinary shares ("Ordinary Shares") in the capital of the Company ("Initial Consideration Shares") at a price of 0.27 pence per share, being the closing price on the last practicable trading day prior to signing of the SPA (the "Issue Price").
· The sum of £305,157.71 payable to certain Simwell creditors which shall be satisfied by the issue of 113,021,374 new Ordinary Shares at the Issue Price ("Creditor Shares").
· The sum of £333,001.36 payable to certain Simwell creditors to be satisfied in cash from the Company's existing cash resources.
· A contingent deferred consideration of £150,000 ("Deferred Consideration Amount") payable to the Sellers to be satisfied by the issue of new Ordinary Shares ("Deferred Consideration Shares"):
o The contingent deferred consideration will be payable to the Sellers if, inter alia, the operator of licence P2332 undertakes to the NSTA that the licensees will commit to drill a well pursuant to a defined work programme and within the applicable timescales.
o The number of Deferred Consideration Shares to be issued to the Sellers will be calculated by dividing the Deferred Consideration Amount by the prevailing share price based on the ten-day volume weighted average price of an Ordinary Share, as reported by Bloomberg, immediately preceding the date on which all of the applicable conditions are satisfied.
Simwell currently holds interests in four UK licences in the Southern North Sea ("SNS") outlined in the t