3 Jul 2017 07:00
Completion of Elimination of Management Debt and Conversion into Equity
Houston, Texas, U.S.A. - 3 July 2017
Frontera Resources Corporation
("Company")
Completion of Conversion of Management Debt, Directors' Dealings and Issue of Equity
Frontera Resources Corporation (AIM: FRR), an independent oil and gas exploration and production company, announces the completion of conversion into equity, and subsequent elimination, of management debt.
As described in the Shareholder Circular dated 18 May 2017 and pursuant to the resolutions passed at the Company's AGM held on 5 June 2017, directors of the Company, Mr. Steve Nicandros and Mr. Zaza Mamulaishvili, have converted into equity approximately US$26 million related to loans which they had advanced to the Company ("the Conversion"). These loans were previously provided to the Company to support the Company's on-going operational and working capital requirements.
The Conversion occurred at a fixed conversion price of 1 pence per share which is a significant premium to the market price as of the date of this announcement. The shares that Mr. Nicandros and Mr. Mamulaishvili have received as a result of the Conversion are subject to a 12-month lock-in period.
As a result of the Conversion, the Company has issued 2,013,239,300 new ordinary shares ("New Ordinary Shares") representing 18.01 per cent of the enlarged share capital. Following the issue, the holdings of the directors are as follows:
Name | Holding prior to the Conversion | Shares issued pursuant to the Conversion | Holding following the Conversion | Holding as a percentage of enlarged issued share capital |
Mr. Steve Nicandros | 200,564,530 | 1,470,129,400 | 1,670,693,930 | 14.9% |
Mr. Zaza Mamulaishvili | 82,532,443 | 543,109,900 | 625,642,343 | 5.6% |
Application will be made for the New Ordinary Shares to be admitted to trading on AIM, which is anticipated to occur on or around 7 July 2017 ("Admission"). The New Ordinary Shares will rank pari passu with existing ordinary shares of the Company.
Following Admission, the Company will have 11,178,773,693 ordinary shares in issue with voting rights. The Company does not hold any ordinary shares in treasury and accordingly there are no voting rights in respect of any treasury shares. The aforementioned figure of 11,178,773,693 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the disclosure requirements applicable to the Company.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Enquiries:
Frontera Resources Corporation
Jesse Jefferies
+1 (713) 585-3216
info@fronteraresources.com
Financial PR/IR
Abchurch
Tim Thompson
+44 (0) 20 7398 7700
fronterainfo@abchurch-group.com
Nominated Adviser
Cairn Financial Advisers LLP
Jo Turner/ Liam Murray
+44 (0) 20 7213 0880
Broker
Cornhill Capital Limited
Nick Bealer
+44 (0) 20 3700 2512
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a. | Name | Steve Nicandros | ||||||
2 | Reason for notification |
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a. | Position/Status | Director of Frontera Resources Corporation | ||||||
b. | Initial notification/ Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a. | Name | Frontera Resources Corporation | ||||||
b. | LEI | 21380047MY4HWMO3LH65 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a. | Description of the financial instrument, type of instrumentIdentification Code | Ordinary Shares of US$0.00004 eachISIN: KYG368131069 | ||||||
b. | Nature of the transaction | Conversion of debt into ordinary shares
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c. | Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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1.0 pence per share | 1,470,129,400 |
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d. | Aggregated information
- Aggregated Volume
- Price | N/A | ||||||
e. | Date of the transaction | 30 June 2017 | ||||||
f. | Place of the transaction | XLON (AIM Market)
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a. | Name | Zaza Mamulaishvili | ||||||
2 | Reason for notification |
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a. | Position/Status | Director of Frontera Resources Corporation | ||||||
b. | Initial notification/ Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a. | Name | Frontera Resources Corporation | ||||||
b. | LEI | N/A | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a. | Description of the financial instrument, type of instrumentIdentification Code | Ordinary Shares of US$0.00004 eachISIN: KYG368131069 | ||||||
b. | Nature of the transaction | Conversion of debt into ordinary shares
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c. | Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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1.0 pence per share | 543,109,900 |
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d. | Aggregated information
- Aggregated Volume
- Price | N/A | ||||||
e. | Date of the transaction | 30 June 2017 | ||||||
f. | Place of the transaction | XLON (AIM Market)
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