Baron Oil Regulatory News (BOIL)

25 Feb 2005 07:30

Gold Oil PLC25 February 2005 FOR IMMEDIATE RELEASE 25 February 2005 GOLD OIL PLC ("Gold Oil" or "the Company") Placing and Notice of Extraordinary General Meeting ("EGM") PLACING Further to the announcement on 10 February 2005, Gold Oil announces thatBeaumont Cornish Limited, on the Company's behalf, placed 90,000,000 newOrdinary Shares of 0.025p at a price of 4p each, conditional on the approval ofthe Gold Oil shareholders at an EGM in order to increase the authorised sharecapital of the Company and to authorise the Directors to issue new shares. Thenew Ordinary Shares will on issue rank pari passu with the existing OrdinaryShares in issue and application will be made to the London Stock Exchange forthese shares to be traded on AIM. The Placing will raise £3.6m, before expenses, for the continuing workingcapital requirements of the Company. The Company has a number of projects thatnow requires investment to progress them as well as a number under review. Theproceeds of the Placing will enable the Company to continue studies, shootseismic and drill on them. The Board also believes that having a reasonable cashbalance readily to hand will enhance its negotiating position and its ability tomove quickly in respect of suitable opportunities that will increase theCompany's asset base. EXTRAORDINARY GENERAL MEETING At an Extraordinary General Meeting to be held on 21 March 2005: Resolution No. 1 will be proposed as an Ordinary Resolution to increase theauthorised share capital of the Company from £100,000 to £250,000. Resolution No. 2 will be proposed as an Ordinary Resolution to grant theDirectors a general authority to issue Ordinary Shares up to the amount of theauthorised but unissued share capital of the Company, as increased by ResolutionNo. 1. Resolution No. 3 will be proposed as a Special Resolution to disapply thepre-emption rights authority in respect of all Ordinary Shares which are issuedpursuant to the general authority to be provided by Resolution No.2. The above authorities will enable the Company to complete the Placing. The Directors also consider that the Company, as an oil and gas explorationcompany, requires the flexibility to issue Ordinary Shares without the needeither for shareholder approval, or a prior offer of shares to shareholders on apre-emption basis. This flexibility will be provided by the above resolutions.However, save for the issues of Ordinary Shares pursuant to the Placing and incompliance with the Company's obligations under Warrants, there is no presentintention to issue any further Ordinary Shares and no further issue of OrdinaryShares will be made which would effectively alter control of the Company or thenature of the business of the Company without the prior approval of the Companyin general meeting. LOCK IN AGREEMENTS The Directors, Michael Burchell, Gary Moore and Patrick Mahony have agreed thatthey will not, during the period of 12 months from the date of the Placing,dispose of any interest in the Ordinary Shares held by them or their connectedpersons (as appropriate) or any interest in warrants held by them or OrdinaryShares that are issued to them on exercise of such warrants. CIRCULAR TO SHAREHOLDERS A circular regarding this placing and notice of EGM has been posted toshareholders and is available, free of charge, from Beaumont Cornish Limited,Georgian House, 63 Coleman Street, London, EC2R 5BB, for one month from today. Enquiries: Gary MooreOperations Director Tel: +44 (0)1737833597 Michael BurchellChairman Tel. +44 (0) 1372361772 Roland CornishNominated AdviserBeaumont Cornish Limited Tel. +44 (0) 207 628 3396 This information is provided by RNS The company news service from the London Stock Exchange