Nostra Terra Regulatory News (NTOG)

25 September 2020

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

Oversubscribed Fundraise

Nostra Terra (AIM: NTOG), the oil & gas exploration and production company with a portfolio of development and production assets in Texas, USA, is pleased to announce completion of an oversubscribed fundraise of £500,000 with institutional and professional investors.

During the current quarter, Nostra Terra acquired the Caballos Creek Asset - an oil producing asset in South Texas, progressed drilling plans for a new well at Pine Mills and signed a farm-in agreement for a new oil producing asset in the Permian Basin.

The net proceeds of the fundraise will be used on the new Permian Basin farm-in asset, the upcoming well at Pine Mills, and for general working capital purposes, including evaluation of other potential acquisitions or development of assets such as Caballos Creek. Work is focused on assets that will generate near-term cashflow with lasting reserves. 

Nostra Terra's current work programme is now funded and the activity is anticipated to produce significant additional cashflow for the Company and remain robust, even at subdued oil prices.

The Company intends to provide a further update on all areas of operation in the near future.

Fundraise

The Company has raised, in aggregate, £500,000, before expenses, by way of a placing of 40,000,000 new ordinary shares (the "Placing Shares") (the "Placing") and a subscription for 160,000,000 new ordinary shares (the "Subscription Shares") (the "Subscription") at a price of 0.25 pence per share (the "Issue Price"). The Placing and the Subscription together constitute the "Fundraise".

The Issue Price represents a discount of approximately 16% to the closing bid market price of the Company's ordinary shares on AIM of 0.30 pence on 24 September 2020, being the latest practicable date prior to this announcement. The Placing Shares and Subscription Shares (together, the "Fundraise Shares") represent approximately 35% of the Company's issued share capital as enlarged by the Fundraise.

Participants in the Fundraise will be issued with one warrant for every Fundraise Share subscribed for (the "Fundraise Warrants"), resulting in the issue of 200,000,000 Fundraise Warrants, as well as 12,000,000 warrants to an arranger of the Fundraise ("Arrangement Warrants"). The Fundraise Warrants and the Arrangement Warrants will be exercisable for a period of two years at a price of 0.35 pence per share, which equates to a premium of 40% to the Issue Price.

The Company does not currently have the requisite share authorities to issue new ordinary shares in connection with the potential future exercise of all of the warrants issued in connection with the Fundraise. Therefore, their issue is conditional on shareholder approval at a duly convened general meeting. Further announcements in this regard will be made in due course.

Admission and Total Voting Rights

The Fundraise is conditional only on the admission of the Fundraise Shares to trading on AIM ("Admission"). Application will be made for Admission of the 200,000,000 Fundraise Shares which is expected to occur at 8.00 a.m. on or around 8 October 2020.

Following Admission, the Company will have 579,520,534 ordinary shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 579,520,534 and shareholders may use this figure 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 FCA's Disclosure Guidance and Transparency Rules. 

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

"We've previously stated that we're focused on increasing our cashflow in the near-term, through acquisition and development of producing assets or those that can be put into production quickly, all with long-life reserves and additional upside opportunity.

We now have three distinct areas of operations further balancing our portfolio, with activity in each area aimed towards increasing production and reserves in the near-term. Those activities are now funded through investment from new and existing institutional and professional investors. We look forward to updating on all fronts as progress continues."

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

For further information, contact: