STA.L Regulatory News (STA)

15 May 2014 ASX Code: RRS and AIM Code: RRL Range Resources Limited ("Range" or "the Company") US$12 Million Financing Secured Range is pleased to announce that it has entered into aSubscription Agreement with Abraham Ltd, a Hong Kong based privateinstitutional investor (the "Investor"). Under the terms of the SubscriptionAgreement, the Investor will subscribe US$12 million in cash and will beissued with Ordinary Fully Paid Shares of the Company ("Share" or "Shares") ata price of £0.01 per Share (the "Subscription"), representing a premium ofapproximately 49% to the mid market share price at the close of business onAIM on 14 May 2014 (being the business day immediately prior to thisannouncement). At current exchange rates, the Subscription will be forapproximately £7.1 million and will result in the issue of approximately 712million Shares. The Subscription is in two tranches and the number of sharesin each tranche will be dependent solely on the exchange rate between GBP andUSD at the time of completion. Upon completion of the two trancheSubscription, and subject to shareholder approval, the Investor is expected tohold approximately 15% of the enlarged share capital of the Company. The funds will be used to repay existing debt, includingconvertible instruments that have diluted the Company's equity over recentmonths. As announced on 30 April 2014, the Company's total debt at that datewas approximately US$10.5 million. The remainder of proceeds of theSubscription will be used for general working capital of the Company. Commenting on today's announcement, Rory Scott Russell, CEO, said: "I am delighted to welcome a new strategic shareholder in theCompany. The Investor is subscribing for Shares at a significant premium tothe market price which demonstrates their confidence in the new managementteam, the underlying quality of our assets and the newly focused strategy atRange. The US$12 million Subscription will allow us to refinance the expensiveand dilutionary corporate debt and provide working capital as we now moveforward with Range's operational and long term financing objectives,particularly in Trinidad." Terms of the financing: - The US$12 million Subscription will consist of two equal tranches: - In each tranche the Shares will be subscribed at a price of £0.01per share, which equals approximately 356 million Shares. The Subscriptionproceeds are agreed in USD and there may be fluctuations in the exchange ratebetween GBP and USD which changes the GBP equivalent proceeds and consequentlythe final number of shares to be issued in each tranche. The exact number ofshares to be issued will be announced following completion of each tranche. - US$6 million will be subscribed in tranche one, with fundsanticipated to be received by 30 May 2014. Tranche one is not conditional oncompletion of tranche two. - The remaining US$6 million will be subscribed in tranche two,which is subject to shareholder approval. The funds will also be received bythe Company no later than 30 May 2014 but will be repayable to the Investor ifRange shareholder approval is not obtained within 60 days of the date ofsigning the Subscription Agreement for the issue of the second tranche ofshares and for the warrants (as set out below). - Both tranches are conditional on standard regulatory stockexchange approvals. - The Company will also issue approximately 237 million unlistedwarrants to the Investor (on a basis of 1 warrant for every 3 Shares issued tothe Investor), subject to shareholder approval. Of the total warrants to beissued, half will have the exercise price of £0.01 and half will have theexercise price of £0.02. All warrants will mature four years after the date ofissue. - As part of the Subscription Agreement, following completion oftranche one, the Investor can nominate up to two non-executive directors tothe Board of the Company and shall retain this ability for so long as it holds8% or more of the Company's shares on issue. - The Subscription Agreement contains a break fee of US$1.8mpayable solely in respect of tranche two. The break fee is only payable shouldtranche two not complete. There is no break fee in respect of tranche one. The Company will provide details of the upcoming General Meetingvia a separate announcement. Yours faithfully Rory Scott Russell Chief Executive Officer Contacts Range Resources Limited Buchanan (Financial PR - UK)Rory Scott Russell Tim Thompson / Helen Chan T: +44 (0) 20 7466 5000 E: rangeresources@buchanan.uk.com GMP Securities Europe LLP (Broker) RFC Ambrian Limited (Nominated Advisor)Rob Collins / Liz Williamson Samantha Harrison / Trinity McIntyreT: +44 (0) 207 647 2800 T: +44 (0) 20 3440 6800 / +61 (8) 9480 2500 PPR (Financial PR - Australia) Dahlman Rose & Company (Principal American Liaison)David Tasker OTCQX International Market (U.S.)T: +61 (8) 9388 0944 Christopher Weekes / Stephen NashE: david.tasker@ppr.com.au T: +1 (212)-372-5766 Range Background Range Resources Limited is a dual listed (ASX:RRS; AIM:RRL) oil &gas exploration company with oil & gas interests in Trinidad; Puntland,Somalia; the Republic of Georgia; Guatemala; Texas, USA, and Colombia. - In Trinidad Range holds a 100% interest in holding companies withthree onshore production licenses and a fully operational drilling subsidiary.Independently assessed Proved (P1) reserves in place of 17.5 MMBO with 25.2MMBO of proved, probable and possible (3P) reserves and an additional 81 MMBOof unrisked prospective resources. Range also has a farm in with NikoResources giving it exposure to circa 280,000 acres of prospective onshore andoffshore acreage. - In the Republic of Georgia, Range holds a 45% farm-in interest inonshore blocks VIa and VIb, covering approx. 7,000sq.km. The Company isfocussing on a revised development strategy that will focus on low-cost,shallow appraisal drilling of the contingent resources around theTkibuli-Shaori ("Tkibuli") coal deposit, which straddles the central sectionsof the Company's two blocks, along with attracting potential farm-in partnersacross the license areas given the recent review performed across thelicenses. - In Puntland, Range holds a 20% working interest in two licensesencompassing the highly prospective Dharoor and Nugaal valleys. The operatorand 60% interest holder, Horn Petroleum Corp. (TSXV: HRN) has completed twoexploration wells and will continue with a further seismic and well programover the next 12-18 months. - Range has the option to earn a 65% (option to move to 75%) interest in PUT-6block in Putumayo Basin in Southern Colombia, which the Company is currentlyreviewing. - Range has taken a strategic stake in Citation Resources Limited (ASX: CTR)and Latin American Resources (LAR) which hold interest in two oil and gasdevelopment and exploration blocks in Guatemala with Canadian NI 51-101certified proved plus probable (2P) reserves of 2.3 MMBBL (100% basis). Rangehas a direct and indirect 32% interest in the Guatemalan Project. Table of Reserves Detailed below are the estimated reserves for the Range projectportfolio. Gross Oil Reserves Range's Net AttributableProject 1P 2P 3P Interest 1P 2P 3P OperatorOil & NGL - mmbbls Trinidad 17.5 20.2 25.2 100% 17.5 20.2 25.2 RangeGuatemala 0.4 2.3 - 32% 0.1 0.7 - Latin American ResourcesTotal Oil & 17.9 22.5 25.2 17.6 20.9 25.2LiquidsGas Reserves - TcfGeorgia - CBM - - 0.6 45% - - 0.2 Strait Oil & GasTotal Gas Reserves - - 0.6 - - 0.2 With the exception of Guatemala, all of the technical information,including information in relation to reserves and resources that is containedin this document has been reviewed internally by the Company's technicaladvisor, Mr Mark Patterson. Mr Patterson is a petroleum geologist andgeophysicist who is a suitably qualified person with over 30 years' experiencein assessing hydrocarbon reserves and has reviewed the release and consents tothe inclusion of the technical information. The reserves estimates for the three Trinidad blocks have beenformulated by Forrest A. Garb & Associates, Inc. (FGA). FGA is aninternational petroleum engineering and geologic consulting firm staffed byexperienced engineers and geologists. Collectively FGA staff has more than acentury of worldâ€wide experience. FGA have consented in writing to thereference to them in this announcement and to the estimates of oil and naturalgas liquids provided. The definitions for oil and gas reserves are inaccordance with SEC Regulation Sâ€X an in accordance with the guidelines ofthe Society of Petroleum Engineers ("SPE"). The SPE Reserve definitions can befound on the SPE website at spe.org. In granting its consent to the public disclosure of this pressrelease with respect to the Company's Trinidad operations, Petrotrin makes norepresentation or warranty as to the adequacy or accuracy of its contents anddisclaims any liability that may arise because of reliance on it. The TSX certified 51-101 certified reserves with respect to theGuatemalan project are as reported by ASX listed Company Citation Resources(ASX: CTR). The prospective resource estimates for the two Dharoor Valleyprospects are internal estimates reported by Africa Oil Corp, the operator ofthe joint venture, which are based on volumetric and related assessments byGaffney, Cline & Associates. The technical information included in this announcement withrespect to Georgia was prepared by Dr. M. Arif Yukler, COO of SOG Georgia. DrYukler is a geologist who is a suitably qualified person with more than 38years of experience in the international oil & gas industry, and in assessinghydrocarbon reserves. Dr Yukler has advised companies and government entitiesof all size from small caps to super-majors, as well as state regulatoryauthorities on the management of resources and exploration areas. Dr. Yuklerhas reviewed the release and consents to the inclusion of the technicalinformation with respect to Georgia. SPE Definitions for Proved, Probable, Possible Reserves andProspective Resources Proved Reserves are those quantities of petroleum, which byanalysis of geoscience and engineering data, can be estimated with reasonablecertainty to be commercially recoverable, from a given date forward, fromknown reservoirs and under defined economic conditions, operating methods, andgovernment regulations. Probable Reserves are those additional Reserves which analysis ofgeoscience and engineering data indicate are less likely to be recovered thanProved Reserves but more certain to be recovered than Possible Reserves. Possible Reserves are those additional reserves which analysis ofgeoscience and engineering data indicate are less likely to be recoverablethan Probable Reserves. 1P refers to Proved Reserves, 2P refers to Proved plus ProbableReserves and 3P refers to Proved plus Probable plus Possible Reserves. Prospective Resources are those quantities of petroleum estimated,as of a given date, to be potentially recoverable from undiscoveredaccumulations by application of future development projects. ProspectiveResources have both an associated chance of discovery and a chance ofdevelopment. Prospective Resources are further subdivided in accordance withthe level of certainty associated with recoverable estimates assuming theirdiscovery and development and may be sub-classified based on project maturity. Contingent Resources are those quantities of hydrocarbons which areestimated, on a given date, to be potentially recoverable from knownaccumulations, but which are not currently considered to be commerciallyrecoverable. Undiscovered Oil-In-Place is that quantity of oil which isestimated, on a given date, to be contained in accumulations yet to bediscovered. The estimated potentially recoverable portion of suchaccumulations is classified as Prospective Resources, as defined above.