Nostra Terra Regulatory News (NTOG)

7.00am 8 January 2021

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.

Nostra Terra stated strategy includes; growing production from existing assets in the Permian Basin and Pine Mills, increase cashflow from production growth, and acquisitions when suitable. Over recent months the Company has delivered on that with the farmout of an undrilled portion of Pine Mills, the acquisition of the Caballos Creek asset in South Texas, and the farmin to the additional asset in the Permian Basin.

The net cashflow from production has improved significantly over the past several months and Nostra Terra is focused on continuing its growth. The Company received an unsolicited offer to raise money at a zero discount to the current trading price and has accepted it. The net proceeds of this fundraise will be used for potential opportunities now under active consideration.

Fundraise

The Company has conditionally raised, in aggregate, £500,000, before expenses, by way of a subscription for 80,000,000 new ordinary shares (the "Subscription Shares") (the "Subscription") and a placing of 20,000,000 new ordinary shares (the "Placing Shares") (the "Placing") at a price of 0.50 pence per share (the "Issue Price"). The Subscription and the Placing together constitute the "Fundraise".

The Issue Price represents zero discount to the closing bid market price of the Company's ordinary shares on AIM of 0.50 pence on 7 January 2020, being the latest practicable date prior to this announcement. The Subscription Shares and Placing Shares (together, the "Fundraise Shares") represent approximately 15% 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 100,000,000 Fundraise Warrants, as well as 8,000,000 warrants to the broker of the Fundraise ("Broker Warrants"). The Fundraise Warrants and the Broker Warrants will be exercisable for a period of two years at a price of 0.85 pence per share, which equates to a premium of 70% to the Issue Price.

The Company does not currently have the requisite share authorities to issue new ordinary shares. Therefore, it is proposing resolutions for additional authority and dis-application of pre-emption rights (the "Resolutions") sufficient only for this Fundraise, where the 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 passing of the Resolutions and admission of the Fundraise Shares to trading on AIM ("Admission"). Application will be made for Admission of the 100,000,000 Fundraise Shares which is expected to occur at 8.00 a.m. on or around 2 February 2021.

Following Admission, the Company will have 679,520,534 ordinary shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 679,520,534 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're very happy with the recent interest in the Company, especially the increased institutional investment. While we weren't looking for additional funds, we received an unsolicited offer without any discount. This provides us more options to accelerate the growth with various opportunities available to the Company.

Progress on our existing portfolio is very good. We look forward to updating shareholders on all fronts as progress continues for Nostra Terra."

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

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