Ascent Resources Regulatory News (AST)

1 December 2020

Ascent Resources plc

("Ascent" or the "Company")

New Funding

Ascent Resources Plc (LON: AST) the onshore Caribbean, Hispanic American and European focussed energy and natural resources company, is pleased to announce it has secured a new £500,000 loan facility.

New Funding

As announced on 29 October 2020, following a restructuring of the Company's balance sheet and historic obligations, the Company has a current debt balance of £270,020, which is due for maturity in February 2022.

The Company continues to make progress with its Cuban interests, Slovenian asset and claims under the Energy Charter Treaty and UK Slovenia Bilateral Investment Treaty as well as execution of its Special Situations Strategy. To facilitate further progress whilst minimising equity dilution, the Company has signed a loan agreement arranged and managed by Align Research Limited ("Align") to provide, in aggregate, £500,000 through an unsecured loan facility ("Loan Facility" or "Loan") provided equally by Align and RiverFort Global Opportunities PCC Ltd ("Lenders"). The Loan Facility, which is aimed at minimising dilution to shareholders at current prices, provides for the loan to be drawn down in four tranches of £125,000 each on the first business day of January, February, March and April 2021 respectively. The Loan plus a fixed coupon of 8% is repayable in full, at the election of the Lenders, either in cash or in shares at 7.5 pence per share (41.5% premium to the closing bid price on 30 November), on 31 December 2021 (the "Repayment Date"). The only exception to this will be where the Lenders request part or all of the Loan and any coupon to be utilised as consideration in paying for the warrants.

Issue of 7.5p Warrants

As part of the Loan Facility, the Company will issue a total of 6,666,666 warrants to the Lenders (the "Warrants"). The Warrants are exercisable by paying a cash price of 7.5 pence per warrant share (a 41.5% premium to the closing bid price on 30 November), or at the future placing price of any subsequent fundraise during the first 12 months of the Warrants being issued, if lower than 7.5 pence. The Warrants expire three years from the signing of the Loan agreement. In the event the Company announces that it has reached an amicable settlement agreement with the Republic of Slovenia relating to its ECT claim on or before the 31 January 2021 then any undrawn balance of the loan shall be cancelled and on a pro rata basis up to half of any Warrants outstanding may be cancellable by the Company.

Drawdown of Final £100,000 Existing Loan Facility and Exercise of Existing Warrants

Additionally, the Company has drawn down the final tranche of £100,000 under the previous loan facility and Align has simultaneously exercised the attached warrants ("Exercised Warrants") which were previously announced on the 6 August 2020. Align is therefore being issued with 4,000,000 Exercised Warrants shares and 320,000 Loan Coupon shares and has voluntarily agreed to a 3 months lock in on these new shares. 

Issue of Equity & TVR

The Company has also agreed to issue 480,000 ordinary shares at 7.5 pence per share ("Supplier Shares") in respect of £36,000 invoice retaining Align for a twelve months research services. These shares are subject to a lock in period of 3 months.

The issue of the Supplier Shares, the Exercised Warrants shares and the Loan Coupon shares are being carried out within the Company's existing share authority to issue ordinary shares for cash. Application will be made to the London Stock Exchange for the Supplier Shares, the Exercised Warrants shares and the Loan Coupon shares to be admitted to trading on AIM and it is expected that the Supplier Shares, the Exercised Warrants shares and the Loan Coupon shares will be admitted to trading on AIM at 8.00 a.m. on or around 7 December 2020.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Supplier Shares, Exercised Warrants shares, Loan Coupon shares and shares issued during the month under the Company's existing block admission, its issued ordinary share capital will comprise of 95,283,281 ordinary shares. All of the ordinary shares have equal voting rights and none of the ordinary shares are held in Treasury. The total number of voting rights in the Company will therefore be 95,283,281. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or change to their interest in, the Company.

Andrew Dennan, the Company's Chief Executive Officer, commented:

"We are pleased to have secured this flexible funding solution as we continue to progress our discussions in Slovenia alongside our growth initiatives across Cuba and multiple broader Special Situations. This is an important time for Ascent and this funding will help facilitate those key workstreams as we look to progress activities right across the portfolio."

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