4 Feb 2016 16:00
For immediate release
4 February 2016
Frontier Resources International Plc
("Frontier" or the "Company")
Corporate update
Proposed funding
The Board of Frontier (AIM Ticker: FRI) announces that the Company is at an advanced stage of preparations on a proposed issue of new ordinary shares with existing and new investors at an issue price of 0.03p per new ordinary share (the "Subscription Price") to raise approximately £1.4 million before expenses (the "Proposed Subscription"). As previously announced, the Company has an urgent need to arrange additional funding for its immediate working capital requirements over and above the potential commitments in respect of its oil exploration projects.
The proceeds of the Proposed Subscription, should it proceed, would be used to provide working capital for the Company and to support the investment in new projects. The Board does not currently intend to provide any further capital to the Company's existing oil exploration projects, the future of which the Board would consider following completion of the Proposed Subscription.
The Board is acutely aware of the impact of dilution of the Proposed Subscription on existing shareholders but believes that the costs and requirements of an open offer or rights issue are such that it will not be practicable or cost effective to implement and could not be achieved in the timeframe required. In order to reduce the impact of dilution and provide existing shareholders with some ability to participate, should they so choose, on similar terms to the Proposed Subscription, the Board intends that, subject to certain regulatory considerations relating to marketing securities in certain jurisdictions, to issue new warrants to existing shareholders on a pro rata basis of one warrant for every one ordinary share held in the Company exercisable at the Subscription Price. Further terms of the warrants will be set out in the announcement of the Proposed Subscription should it proceed.
Oman update and AIM status
As announced on 16 December 2015, Frontier's request to extend the initial term of the Group's 100%-owned Block 38 located in the Rub Al Khali Basin in the southwest of the Sultanate of Oman ("Block 38 EPSA") for 24 months (until 25 November 2017) was granted, subject to Frontier providing a bank guarantee for the amount required to conduct the amended work programme, which it must do by no later than 4 February 2016 ("Funding Deadline").
While the potential farm-out process in respect of Block 38 EPSA has been ongoing for some time, and the Company retained the services of a Dallas-based adviser to assist and provide general transaction advice on this process, the Board has been unable to secure any farm-out partner on credible terms. Furthermore, there has been no investor support for an equity issue to provide further funding for the Company's interest in Block 38 EPSA.
Accordingly, the Company has been unable to raise sufficient funding and/or provide a bank guarantee for Block 38 EPSA before the Funding Deadline. The Company is seeking clarification from the relevant Oman authorities as to whether any extension of the Funding Deadline can be granted or whether the Block 38 EPSA will terminate.
Should the Block 38 EPSA terminate, then in accordance with AIM Rule 15, the effect would be that the Company will cease to own, control or conduct all, or substantially all, of its existing trading business, activities or assets and would therefore become an AIM Rule 15 cash shell, pursuant to which it must make an acquisition or acquisitions (or become an investing company pursuant to AIM Rule 8) which constitutes a reverse takeover under AIM Rule 14 within six months, failing which the Exchange will suspend trading in the Company's shares pursuant to AIM Rule 40.
Board
To support a new strategic direction for the Company, should the Proposed Subscription proceed, the Board also intends to appoint Adam Reynolds to the Board as Chairman of the Company. Mr Reynolds has a track record of implementing change strategies for companies and the Board believe that his appointment will enable the Company to develop in a new strategic direction to re-build shareholder value.
Mr Reynolds is currently a director of several AIM-traded companies: He is a non-executive director of EKF Diagnostics Holdings plc (a point-of-care, central laboratory, and molecular diagnostics company), Premaitha Health Plc (a company involved in the development of prenatal screening devices) and Optibiotix Health Plc (a life sciences business developing compounds to tackle obesity, high cholesterol and diabetes). Mr Reynolds is also non-executive Chairman of New World Oil & Gas Plc and a non-executive director of Orogen Gold Plc. He is Chairman of Autoclenz Group Limited and Reyco Limited. Further information on Mr Reynolds as required by the AIM Rules will be set out in a further announcement prior to his formal appointment.
A further announcement will be made in due course.
Enquiries:
Frontier Resources International Plc Neil Herbert, Chairman |
Tel: +44 (0) 020 3475 8108 |
Beaumont Cornish (Nomad) Michael Cornish Roland Cornish Emily Staples |
Tel: +44 (0)20 7628 3396 |
Beaufort Securities Limited (Broker) John Belliss
|
Tel: +44 (0)20 7382 8300 |
A copy of this announcement is available from the Company's website www.friplc.com
APPENDIX I
The following information is disclosed pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies:
As at the date of this announcement, Adam Reynolds does not hold any Ordinary Shares.
Adam Reynolds, aged 53, has held the following directorships and / or partnerships in the past 5 years:
Current: | Past: |
Ocutec Eyecare Limited | Bcomp 415 Limited |
Premaitha Health plc | Biolustre UK Ltd |
Optibiotix Health plc | Wallgate Group plc |
Autoclenz Group Limited | Wilton International Marketing Limited |
Hubco Investments plc | Alan Bailey (Studios) Limited |
Reyco Limited | Hansard Corporate Limited |
Medavinci Gold Limited | Chalton Consulting Limited |
Emotion Fitness Limited | React Group plc |
Orogen Gold plc | Hub Capital Partners Limited |
Boldwood Limited | Velvet Consultancy Ltd |
EKF Diagnostics Holdings plc | Porta Communications Plc |
Autoclenz Holdings Limited | Diablo Consulting Limited |
New world Oil & Gas Limited | Bcomp 429 Limited |
RNR Holdings Limited | Venn Life Sciences Holdings plc |
Bcomp 416 Limited | |
Autoclenz Group Limited |
Wallgate Group plc
Mr Reynolds was appointed as a director of Wallgate Group plc on 3 July 2008 and resigned on 28 November 2008. Wallgate Group plc was put into administration on 12 December 2008 and became subject to creditors' voluntary liquidation on 15 December 2009. The liquidator's statement of receipts of payments to 25 February 2011 showed a creditor shortfall of £419,782.12. Wallgate Group plc was subsequently dissolved on 1 June 2011.
Greenhills plc
Mr Reynolds was appointed as a director of Greenhills plc on 22 December 1994. He resigned on 24 January 1996. Greenhills plc was put into receivership on 8 August 1996, and an order to wind the company up was made on 19 February 1997. The receiver's abstract of receipts and payments to 6 July 1998 showed a creditor shortfall of £216,877.32. Greenhills plc was subsequently dissolved on 2 January 2001.
Wilton International Marketing Limited
Mr Reynolds was appointed as a director of Wilton International Marketing Limited on 10 June 2005. Wilton International Marketing Limited was put into voluntary liquidation on 14 October 2013 and was subsequently dissolved on 1 August 2014 with no shortfall to creditors.
There is no further information to be disclosed in relation to Mr Reynolds pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.
ENDS