AOGL.L Regulatory News (AOGL)

7.00am 16 November 2020

Attis Oil & Gas Limited ("the Company")

Posting of Notice of Extraordinary General Meeting ("EGM")

Proposed Cancellation of trading on AIM following Amalgamation with Helium One

The Company is pleased to announce it has posted to its shareholders a notice of EGM in relation to the amalgamation with Helium One Treasury Limited (the "Amalgamation"), a wholly owned subsidiary of Helium One Global Limited, which is seeking Admission to AIM.

The Amalgamation

As announced by the Company on 5 November 2020, the Company entered into a binding Amalgamation Agreement with Helium One Treasury, a 100 per cent. owned subsidiary of Helium One Global Limited, a company focused on exploration and development of the globally significant Rukwa Helium Project in Tanzania.

The Amalgamation Agreement sets out the commercial terms of a proposed merger by way of an amalgamation under BVI law ("Amalgamation").

Under the terms of the Agreement, on completion of the Amalgamation all existing Attis Shares will be cancelled and Attis Shareholders will be issued with 1 Helium One Ordinary Share at 2.84p per Share for every 236 Attis Ordinary Shares (held at close of business on 1 December 2020), which values Attis at a fixed amount of approximately £1.76 million, representing a value of 0.012p for each Attis Ordinary Share. Attis shareholders will hold approximately 13 per cent. of the enlarged Helium One Group on Admission.

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

The Amalgamation Agreement will result in the cancellation of admission of the Ordinary Shares to trading on AIM ("Cancellation"). Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation. The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the EGM.

The Company is therefore seeking Shareholders' approval of the Amalgamation and the Cancellation at the EGM which has been convened for 25 November 2020 at 11.00 a.m. at the offices of Hill Dickinson, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

If the Resolutions are passed at the EGM, it is anticipated that the Amalgamation will become effective on 3 December 2020. and the Cancellation will become effective on 4 December 2020 at 7.00 a.m. It is expected that Admission of the Helium One Global Shares to trading on AIM will become effective on 4 December 2020.

Information on Helium One Global

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 with the potential to resolve a supply-constrained market. The company's assets are located within the rift basins on the margin of the Tanzanian Craton. Through Helium One's subsidiary companies Gogota (Tz) Limited, Stahamili (Tz) Limited and Njozi (Tz) Limited, the company has secured 18 Prospecting Licences covering more than 4,512 km2 in three distinct project areas: the Rukwa, Balangida and Eyasi projects. These are located near surface seeps with helium concentrations ranging up to 10.5 per cent. He by volume.

The Rukwa Project or Rukwa, Helium One's main project, is located within the Rukwa Rift Basin covering 3,448km2 in south-west Tanzania. The project is considered to be an advanced exploration project and the company has identified 21 prospects and 4 leads based on historical drilling, reprocessed seismic lines, high resolution gravity survey, and surface seeps analysis.

SRK Consulting have reported a 'Best Estimate' Un-risked Prospective Resource of 138 Bcf (2U/P50) (2U Risked Prospective Resource is estimated at 14.0 Bcf) for the company's Rukwa project, meaning that the project has potentially strategic global implications with the ability to significantly resolve helium supply/demand issues.

The company's additional two projects, Eyasi and Balangida, which cover areas of 804km2 and 260km2 respectively, are located in north central Tanzania. Both have exceptional helium gas concentrations at surface, and ideal geology for source, reservoir, trap and seal. These projects are not as advanced in their exploration as Rukwa; however, Helium One has commenced work programmes, including an airborne gravity survey, to define the prospective sub-surface structures.

All the company's licences are held on a 100 per cent. equity basis and are in close proximity to the required infrastructure.

Helium One intends to conduct an infill 2D seismic survey and drill three exploration wells at onshore mapped prospects within the Rukwa Project in Q1/Q2 2021, with the on-the-ground environmental permitting work already underway. Subsequent appraisal or exploration drilling and seismic acquisition will follow, contingent on the results of the initial wells.

Further information on Helium One is contained in the AIM Admission document published by Helium One today and available at http://www.helium-one.com and on the Attis website at http://www.attisog.com

COVID-19 Special Arrangements

Due to the ongoing Coronavirus (COVID-19) pandemic, and in line with the Government's current Stay at Home Measures, the Board have adopted certain measures to ensure the health and safety of its Shareholders.

In order to reduce the risk of infection, we ask all Shareholders not to attend the EGM, which will end immediately following the conclusion of formal business. Shareholders who attend in person will not be granted entry to the meeting.

Arrangements will be made by the Company to ensure that the requirements of a quorum for the EGM are met and so that the formal business of the meeting may proceed. Although the Notes to the Notice of the EGM refer to Shareholders being able to appoint a proxy or proxies, the Company would remind Shareholders that, in light of the measures, they will not be allowed entry to the EGM. However, the Company does value Shareholder participation and values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the Chairman of the EGM to be their proxy. Any proxy received appointing a person other than the Chairman of the EGM as the Shareholder's proxy will deemed to have appointed the Chairman of the EGM as that Shareholder's proxy.

Recommendation

As required under the Company's Articles of Association, the Directors have considered the merits of the proposed Amalgamation and consider it and the Cancellation to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they intend to do in respect of their aggregate interests amounting to 557,401,239 Ordinary Shares, representing 0.47 per cent. of the Company's issued share capital.

Timetable

Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 23 November 2020

Latest time and date for receipt of Forms of Instruction 11.00 a.m. on 20 November 2020

Extraordinary General Meeting 11.00 a.m. on 25 November 2020

Last day of dealings in AIM and for registration of transfers and

disablement in CREST of Ordinary Shares on 1 December 2020

Record date 6 p.m. on 2 December 2020

Suspension of trading on AIM of, and dealings, settlements and

transfers in, Ordinary Shares 7.30 a.m. on 3 December 2020

Effective Date of the Amalgamation 3 December 2020

Expected Cancellation of admission of the Ordinary Shares 7.00 a.m. on 4 December 2020

to trading on AIM 

Admission and commencement of dealings on AIM of the

Helium One Ordinary Shares 8.00 a.m. on 4 December 2020

CREST accounts to be credited with Helium One Shares 4 December 2020

A copy of this announcement will be available on the Company's web site. For further information visit www.attisog.com or contact the following: