BPC.L Regulatory News (BPC)

20 May 2021

Bahamas Petroleum Company PLC

("Bahamas Petroleum" or the "Company")

Result of Placing and Open Offer and TVR

Highlights:

· Open Offer closed with c.38.15% take-up from existing shareholders raising gross proceeds of £2.63 million (US$3.72 million) through the issue of 750,289,637 ordinary shares at a price of 0.35p each ("Open Offer Shares").

· Successful Placing to raise additional gross proceeds of £4.26 million (US$6 million) through the further issue of 1,216,599,935 ordinary shares at a price of 0.35p each ("Placing Shares").

· Aggregate gross proceeds of £6.9 million (US$9.75 million) from Open Offer and Placing.

Placing Summary:

Bahamas Petroleum, the Caribbean and Atlantic margin focused oil and gas company, with production, appraisal, development and onshore and offshore exploration assets across the region, is pleased to announce that it has raised £4.26 million (US$6 million) before expenses through a firm placing of 1,216,599,935 new ordinary shares of 0.002p each ("Ordinary Shares") (the "Placing Shares") at a price of 0.35p each (the "Placing"). The Placing was undertaken via an accelerated book-build process, as announced on 19 May 2021. 

Together, the Placing and the previously announced successful Open Offer, raised £6.9 million (US$9.75 million) before expenses. The Placing Shares to be issued will rank pari passu in all respects with the Company's existing Ordinary Shares and will represent approximately 15.4 per cent. of the Company's enlarged issued ordinary share capital, following admission of the Placing Shares.

Gneiss Energy, the Placing Agent, has itself subscribed as principal for 235,714,285 Placing Shares as part of the Placing. As part compensation for services provided under the Fundraising, approximately 99.6 million unlisted warrants will be issued to subscribe for new Ordinary Shares at the Placing Price per share, valid for a period of 48 months. These warrants will be issued to the Broker, the Company's Placing Agent, and various other sub-placing agents.

Application will be made for the 1,216,599,935 Placing Shares and the 750,289,637 Open Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM") and it is expected that admission will take place and trading in the Placing Shares and Open Offer Shares will commence from 8:00am on 27 May 2021.

Of the Open Offer Shares, 2,031,377 are to be issued to Bill Schrader, Chairman of the Company, through the Excess Application Facility. Furthermore, Simon Potter, CEO, has elected to subscribe for 10,131,700 of the Placing Shares. These are deemed to be related party transactions under Rule 13 of the AIM Rules for Companies. The directors of the Company (with the exception of Bill Schrader and Simon Potter) consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Convertible Notes & Fee Shares:

Additionally, as disclosed in the Circular, and the Company's announcement of 11 May 2021, application has been made to AIM for the admission of 937,700,234 Ordinary Shares, pursuant to the agreed early conversion of £2.5 million currently outstanding Convertible Notes (including accrued interest) at a price of 0.35p ("Convertible Note Shares"), inclusive of Fee Shares payable to advisers (being 191,114,234 Ordinary Shares). It is expected that admission of these shares will take place and trading in them commence at 8:00am on 27 May 2021.

Total Voting Rights:

Following admission to trading on AIM of the 750,289,637 Open Offer Shares, 1,216,599,935 Placing Shares, the 937,700,234 Convertible Note Shares and Fee Shares the Company's issued share capital will consist of 7,892,523,921 Existing Ordinary Shares, with each Existing Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 7,892,523,921 Existing Ordinary Shares may therefore be used by shareholders in the Company, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Following the Share Consolidation, scheduled for 28 May 2021, the Company's issued share capital will consist of 789,252,392 New Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 789,252,392 New Ordinary Shares may therefore be used by shareholders in the Company, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Further to the above and following the successful completion of the Placing, the Company announces that the resignation of Adrian Collins from the Board of the Company, as disclosed in the Circular, has now become effective.

Eytan Uliel, Chief Executive Officer designate, commented:

"We are extremely pleased with the successful closing of our fundraising, in which we received strong support from existing shareholders in the Open Offer, as well as from new investors in the Placing. With this fundraising behind us, we can continue the work of the corporate reset program we recently laid out, at the core of which is a clear focus on increasing production and cashflow from our onshore assets in Trinidad and Tobago and Suriname. The next milestone in this journey will be the imminent spud of the Saffron-2 appraisal well in Trinidad. The Saffron-2 well will be key to determining the producibility of the Saffron field, and will define the shape of the potential development of that field over the next 6-12 months. I look forward to updating shareholders of our continuing progress."

For further information, please contact:

www.bpcplc.com

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018.

Capitalised terms in this announcement are as defined in the Circular (unless otherwise defined).