Baron Oil Regulatory News (BOIL)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

15 November 2022

Baron Oil Plc

("Baron Oil", "Baron" or the "Company")

Placing and Subscription to raise £5 million

REX Retail Offer

Non-Executive Director appointment

and

Related Party Transactions

Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration and appraisal company, announces that it has conditionally raised £5 million (before expenses) by way of a placing and subscription (the "Placing and Subscription") of a total of 4,166,666,667 new ordinary shares of 0.025p each in the Company ("Ordinary Shares") at a price of 0.12 pence per new Ordinary Share (the "Issue Price"). Allenby Capital Limited ("Allenby Capital") is acting as broker in connection with the Placing and Subscription, which was oversubscribed.

In addition to the Placing and Subscription, it is proposed that there will be a separate conditional retail offer to existing shareholders via REX to raise up to approximately £1 million (before expenses) at the Issue Price (the "REX Retail Offer", and together with the Placing and Subscription, the "Fundraise"), to provide existing retail shareholders in the Company an opportunity to participate in the Fundraise. A separate announcement will be made shortly by the Company regarding the REX Retail Offer and its terms. Those investors who subscribe for new Ordinary Shares pursuant to the REX Retail Offer (the "REX Retail Shares") will do so pursuant to the terms and conditions of the REX Retail Offer contained in that announcement. 

The Company is pleased to announce the appointment of Keith Bush, the former Chief Executive Officer of Cabot Energy Plc (previously known as Northern Petroleum Plc), as an independent non-executive director, further details of which can be found below.

Andy Yeo, CEO of Baron, commented:

"2023 will be an important year for Baron. We have two significant sized assets available for farmout - Chuditch (Mean gross Prospective Resources in excess of 500 MMboe*) and Dunrobin (of the order of 100 MMbbl oil Mean gross Prospective Resources*) - which each have similar pathways to their respective next value points. A successful appraisal well on the Chuditch-1 discovery could test approximately 1.35 TCF of Recoverable Gas Resources** which may be sufficient to determine commerciality, and a successful exploration well on Dunrobin West could test more than 100 MMbbl Mean oil gross Prospective Resources* from the primary Jurassic target and would also de-risk potential follow ups on Dunrobin Central, East and Golspie analogous prospects. Today's oversubscribed Placing provides us with the necessary funds to maximise the chances of delivering funding partners for drilling campaigns on both of these assets."

Background to the Fundraise and Indicative use of net proceeds

The Placing and Subscription is anticipated to raise net proceeds of approximately £4.6 million.

The Directors anticipate the following indicative use of funds over the period from 30 September 2022 until 31 December 2023, including the net proceeds of the Fundraise. As at 30 September 2022 the Company had a net cash position of approximately £1.6 million.

Chuditch PSC

On 24 October 2022, Baron provided an update on the TL-SO-19-16 Production Sharing Contract, offshore Timor-Leste ("Chuditch", the "Chuditch PSC" or "PSC") in which Baron holds a 75% effective interest, including the preliminary interpretation of reprocessed 3D seismic data in relation to the PSC. The Company also announced that reservoir consultancy group ERCE had been engaged to prepare a Competent Person's Report ("CPR") to provide an independent validation of Baron's internal resource estimates for the Chuditch PSC to a SPE PRMS compliant standard. The Directors anticipate that this CPR will assign Contingent Resources to the Chuditch-1 gas discovery area.

It is proposed that approximately 30% of the net proceeds of the Placing and Subscription will be applied towards activities in relation to the Chuditch PSC and will include:

· Finalising the interpretation of the reprocessed 3D seismic data;

· Reservoir Engineering and Environmental Impact Assessment studies;

· Publication of the CPR;

· Design and preparation for an appraisal well; and

· Continuing the Company's farmout campaign.

It is proposed that approximately 15% of the net proceeds of the Placing and Subscription will be applied towards the Chuditch Bank Guarantee (as defined below). Specifically, this is the extension of the US$1 million Guarantee to 1 August 2023 with Baron providing 100% of the collateral for the Guarantee going forward, as described below.

UK P2478 licence

Baron has a 32% interest in United Kingdom Offshore Licence P2478, in the Inner Moray Firth. Baron has the role of technical overseer of the remaining Phase A work commitments for this licence. The preliminary interpretation of the reprocessed 3D and 2D seismic data is largely complete with an increased confidence in the imaging of the reservoir targets within the previously recognised prospects on the licence. In addition, geochemical studies conclude that there is potential for developable oil quality within the licence area.

Baron previously announced that its internal estimates for the Dunrobin prospective complex contained approximately 100 MMbbl of gross Mean Prospective Resources*. The preliminary interpretation indicates that the western part of the complex (the "Dunrobin West" prospect) at the primary Jurassic target alone could contain 100 MMbbl of gross Mean Prospective Resources*. The Board believes that Dunrobin West is maturing to the stage where it is potentially a drillable prospect and so a potential target for an initial exploration well on the P2478 licence. 

The Directors believe that success on an exploration well on Dunrobin West would de-risk follow up prospects Dunrobin Central, East and Golspie with the possibility of establishing the upside potential of a single Dunrobin accumulation. A secondary Triassic target is also being matured, involving an unproven (and therefore likely riskier) deeper reservoir, which the Directors consider provides significant additional resource potential and which may demonstrate higher oil quality preservation.

A joint farmout campaign is underway and has been announced to the industry. The Directors consider that there is currently an improving UK farmout market, with increased industry interest, the potential availability of windfall tax breaks, the need to address energy security issues, and an improved macro-economic environment. 

It is proposed that approximately 5% of the net proceeds of the Placing and Subscription will be applied towards the P2478 licence and will include:

· Finalising the interpretation of reprocessed 3D & 2D seismic data;

· Modelling the outcomes of geochemical studies;

· Evaluating a secondary deeper Triassic reservoir additional target for exploration drilling; and

· Participating in a joint venture farmout.

New ventures

The UK North Sea Transition Authority (NSTA) has announced the 33rd Offshore Licensing Round (the "33rd Round") with a January 2023 bidding deadline and awards anticipated to be announced in H2 2023. Baron may bid for multiple licences in the 33rd Round. One joint bidding agreement has already been signed and further discussions are ongoing. The Company has technical and administrative familiarity with many of the licence areas available in the 33rd Round, and is seeking projects where it will hold significant working interests, a non-operator status, and low entry costs.

Baron has also screened other potential new ventures in the UK and elsewhere. Multiple opportunities have been reviewed and the Company may wish to proceed with these, where they are aligned with the Company's stated corporate strategy. 

It is therefore proposed that approximately 5% of the net proceeds of the Placing and Subscription will be applied towards the evaluation of potential new ventures.

Other

It is proposed that approximately 45% of the net proceeds of the Placing and Subscription will be applied towards covering the Company's general and administrative expenses (approximately £0.9m) and other related working capital (approximately £1.3m). Depending on the outcome of the farmout discussions and potential new venture activity, the usage of other related working capital may change markedly.

It is proposed that the net proceeds of the REX Retail Offer, which will represent a maximum of an additional approximately £1 million will generally be used for the same purposes as indicated above in an approximately pro rata manner.

Director and PDMR participation and details of the Placing and Subscription

Andrew Yeo and Andrew Butler have subscribed for a total of 58,000,000 new Ordinary Shares at the Issue Price in the Placing and Subscription (the "PDMR Participation"). Details of the PDMR Participation are outlined in the table below.

1 Indicative enlarged share capital following Admission in this context assumes full take-up under the REX Retail Offer.

The FCA notification, made in accordance with the requirements of UK MAR is appended further below.

The Fundraise comprises a placing of 4,085,321,667 new Ordinary Shares (the "Placing Shares") and a subscription of 81,345,000 new Ordinary Shares (the "Subscription Shares") and up to 833,333,333 REX Retail Shares (together the "Fundraise Shares") at the Issue Price. The Fundraise Shares are to be issued pursuant to the authorities granted to the Board at the Company's annual general meeting held on 28 June 2022 on a non-pre-emptive basis. Completion of the REX Retail Offer is conditional, inter alia, upon on completion of the Placing and Subscription. Completion of the Placing and Subscription is not conditional on the completion of the REX Retail Offer.

It is anticipated that an application will be made to London Stock Exchange plc ("London Stock Exchange") for the Placing Shares, Subscription Shares and the REX Retail Shares (once the final number of REX Retail Shares to be issued is determined) to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). It is currently anticipated that Admission will become effective, and that dealings in the Placing Shares, Subscription Shares and Rex Retail Shares will commence on AIM, at 8.00 a.m. on or around 29 November 2022.

Non-Executive Director appointment

Baron is pleased to announce the appointment of Keith Bush as an independent non-executive Director, with immediate effect.

Keith is an experienced quoted company director having worked for over 30 years in the energy industry. He has a petroleum engineering background, with significant experience in the oil and gas sector, having spent six years with both Amerada Hess Limited and then five years with Burlington Resources. He then held senior management positions with E.ON Ruhrgas, the German listed energy group, before joining AIM quoted Northern Petroleum plc, initially as Chief Operating Officer and then Chief Executive. Keith is currently Chief Operating Officer at TelosNRG Limited, an advisory consultancy which he co-owns. He holds a degree in Physics from the University of Manchester.

Pursuant to the AIM Rules for Companies, the following information is disclosed in relation to Mr Bush.

Keith Richard Bush aged 52, is, or has during the last five years, been a director or partner of the following companies and partnerships:

Mr Bush does not currently hold any Ordinary Shares in the Company.

Update on Chuditch Bank Guarantee

The Company also provides an update on the performance bank guarantee arrangements connected to the Chuditch PSC ("Chuditch Bank Guarantee" or "Guarantee").

Following the announcements of 18 October and 24 October 2022 that Baron's wholly owned subsidiary, SundaGas Banda Unipessoal Lda. ("SundaGas Banda"), which operates the PSC in offshore Timor-Leste, has been granted a six-month extension to Contract Year Two of the PSC until 18 June 2023 by the relevant Timor-Leste national authority, Autoridade Nacional do Petróleo e Minerais ("ANPM"), the Company announces that it has agreed a revised performance guarantee arrangement in respect of the work programme for the PSC. It is proposed that the Guarantee in place for US$1 million issued by a Singaporean bank (the "Bank") in favour of ANPM will be extended from 1 December 2022 to 1 August 2023.

The Guarantee is secured on a total deposit of US$1 million (the "Deposit") which has been held with the Bank since the end of 2019. In 2020, when Baron first invested in the Chuditch PSC, the Company provided one-third of the Deposit to SGPL representing Baron's then share, in line with its historic interest in SundaGas Banda, a position that did not change when the Company increased its interest in SundaGas Banda to full ownership during 2021. In contemplation of the completion of the extension of the Guarantee, it is proposed that the Company will assume 100% of the collateral for the full US$1 million amount of the Deposit, by providing approximately US$667,000 to SGPL to replace the two thirds contribution (approximately US$667,000) previously made by SundaGas Pte. Ltd ("SGPL"), which was the other indirect shareholder in SundaGas Banda until 18 June 2021. This financial alignment of the Deposit is in line with Baron's subsequent increase to 100% ownership of Banda in 2021. As set out earlier in this announcement, approximately 15% of the net proceeds of the Placing and Subscription will be used for this purpose.

It is proposed that the relationship agreement between SGPL, its principals and Baron as originally announced on 18 June 2021 (the "Relationship Agreement") will be varied so that Baron is entitled to all the benefit of and rights to the return of the Deposit should it be released or when the Guarantee expires in due course on 1 August 2023.

The changes to the provision of the funds for the Deposit and the variations to the Relationship Agreement are deemed to be related party transactions pursuant to the AIM Rules for Companies as Andy Butler is a director of SundaGas Banda, a subsidiary of the Company and is a person of significant control in SGPL. The directors of Baron consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of the revised Deposit arrangements and the variations to the Relationship Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

A further announcement will be made once the extension of the Guarantee and related arrangements have completed.

Other

Notice to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Fundraise Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Fundraise Shares are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Fundraise Shares may decline and investors could lose all or part of their investment; the Fundraise Shares offer no guaranteed income and no capital protection; and an investment in the Fundraise Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Fundraise Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing and Subscription. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Fundraise. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

Qualified Person's Statement

Pursuant to the requirements of the AIM Rules - Note for Mining and Oil and Gas Companies ("AIM MOG"), the technical information and resource reporting contained in this announcement has been reviewed by Jon Ford BSc, Fellow of the Geological Society, Technical Director of the Company. Mr Ford has more than 40 years' experience as a petroleum geoscientist. He has compiled, read and approved the technical disclosure in this regulatory announcement and indicated where it does not comply with the Society of Petroleum Engineers' SPE PRMS standard.

* Not SPE PRMS compliant.

** This announcement contains references to Recoverable Gas Resource estimates (further details of which can be found in the Company's announcement of 24 October 2022) and references to the previous independent Prospective Resource estimates by THREE60 Energy (the "2021 Report", 14 July 2021). The Recoverable Gas Resource estimates in this announcement supplement the previous SPE PRMS compliant 2021 Report. However, the Recoverable Gas Resource estimates have not been prepared to the standards set forth in the SPE PRMS or in accordance with an appropriate Standard as set out in the AIM MOG Note. The CPR commissioned by the Company, referred to above, will be SPE PRMS compliant. The Recoverable Gas Resource estimates included in this announcement are not directly comparable to those in the 2021 Report or those required under SPE PRMS.

Glossary

For further information, please contact:

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them