Nostra Terra Regulatory News (NTOG)

02 March 2020

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

Board Change, Issue of Equity, Sums Owed to Non-Executive Directors, 3rd Party Loans & TVR

Nostra Terra (AIM: NTOG), the oil & gas exploration and production company with a portfolio of development and production assets in Texas, USA, announces the following change to the board of the Company.

Ewen Ainsworth has decided to step down as Non-Executive Chairman of the Company with immediate effect. John Stafford has assumed the role of interim Non-Executive Chairman while the composition of the board is settled and confirmed further to the General Meeting to be held on the 3rd March 2020.

When Ewen Ainsworth joined Nostra Terra as Chairman of the Company on 24 June 2015, he agreed to receive 40 per cent of his annual director's and consultancy fee in share-based payments. Accordingly, Nostra Terra has issued 1,474,323 new Ordinary Shares (the "Fee Shares") to Mr. Ainsworth for the period from April 2019 to February 2020. Of these, 982,859 of such Fee Shares have been issued to Discovery Energy Limited, a company controlled by Mr Ainsworth, and 491,464 Fee Shares issued directly to Mr Ainsworth.

The number of Fee Shares was calculated on the basis of the closing price for each calendar month during the eleven month period to February 2020. This results in a weighted average issue price for the Fee Shares of 1.13 pence per share.

Application will be made to the London Stock Exchange for admission of the Fee Shares to trading on AIM ("Admission") and it is expected that Admission will take place, and that trading will commence, on AIM on 6 March 2020.

Following the issue of the Fee Shares and Admission, Mr Ainsworth's aggregate direct and indirect shareholding in the Company will comprise 5,257,979 Ordinary Shares, representing 2.65% of the Company's issued and allotted share capital.

Discovery Energy Limited has also provided loans to the Company initially to complete the acquisition of Pine Mills and latterly to drill the G5 well. The total outstanding funds due on both loans as at the 1st March 2020 is £287,311 being principal and interest. These loans are repayable on demand.

Both Discovery Energy Limited and Ewen Ainsworth are also due in cash outstanding consultancy and director fees with a combined total of £79,500 covering the period 2018, 2019, through to the end of February 2020. The consultancy contract with Discovery Energy Limited has a three month termination clause and will therefore cease at the end of May 2020. The total additional consultancy fee due for this three month period is £8,333; of which 60% is payable in cash and 40% in shares.

John Stafford also provided a loan to the Company to drill the G5 well. The total outstanding funds due on this loan as at the 1st March 2020 is £35,439 being principal and interest. This loan is repayable on demand. John Stafford is also due director fees of £15,696 in cash, covering the period August 2019 through to the end of February 2020.

Third party loans outstanding consist of the Washington Federal Bank loan facility, which has a current outstanding balance of approximately US$1.74 million and an unsecured loan as reported in the 2018 Annual Report and Accounts with a current outstanding principal of US$0.5 million (2018: US$0.2 million).  

Following Admission, the Company will have 198,606,226 Ordinary Shares in issue and allotted, with each share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following Admission will therefore be 198,606,226. This figure may 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.

Matt Lofgran, Nostra Terra's Chief Executive Officer, said:

"I would like to thank Ewen for his considerable contribution and wise counsel since joining the Board in 2015. His significant commercial, financial and board experience has proved invaluable to Nostra Terra. Ewen personally invested in the Company and, along with John Stafford, helped finance the completion of the Pine Mills acquisition and the drilling of the G5 well. I have greatly enjoyed working with Ewen and wish him well for the future."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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