Xtract Regulatory News (XTR)

12 Oct 2006 07:01

Xtract Energy plc12 October 2006 XTRACT ENERGY PLC 12 October 2006 Xtract Energy Plc ("Xtract") would like to refer shareholders to the followingpress release announced today by Cambrian Oil & Gas plc. Xtract currently holds28.21% of the issued capital of Cambrian Oil & Gas plc. Cambrian Oil and Gas plc Acquisition of Elko Energy Inc Warrants Placing of new Ordinary Shares 12 October 2006 Acquisition of Elko Energy Inc The Directors of Cambrian Oil and Gas plc ("COIL" or the "Company") are pleasedto announce the purchase of 15,000,000 special warrants of Elko Energy Inc("Elko") from Cambrian Mining Plc ("Cambrian"). The Company previously owned2,500,000 special warrants of Elko and the enlarged holding represents 29%(fully diluted) of the issued capital of Elko. Each special warrant convertsinto 1 common share in the capital of Elko at any time for no furtherconsideration and if they have not been converted by 4 November 2006 then theyshall be deemed to have been converted into common shares in the capital of Elkoat that date. COIL is purchasing the special warrants for a total cash consideration of£1,544,993. About Elko Elko, an oil and gas exploration company, has been awarded a 5,400 squarekilometre exploration and production licence in the Danish North Sea Sector,which it holds with an 80% interest. The remaining 20% is held by the DanishState, which has a direct interest with a full working interest. Elko is anapproved offshore operator and has set up a Danish subsidiary to carry out therequired work programme. Phase I of the technical studies has been completed,confirming the substantial reserves potential of the licence area. Followingfurther ongoing technical work it is planned to farm down Elko's interest during2007 in exchange for future seismic and drilling obligations being paid for by anew partner. In December 2005, Elko made a strategic investment of $2.3 million Canadian, andcurrently owns approximately 40% of Dragon Energy Inc., a private Canadiancompany with a significant development project in Gansu Province, China("Dragon"). Dragon has signed a Joint Venture Agreement with a provincialsubsidiary of CNPC of China, the 10th largest oil company worldwide, providingfor the re-development of the Maling Oilfield in Gansu Province, China. In the future Elko will focus on regions where its management has excellenttechnical and commercial knowledge based on previous work experience, as well ashaving relevant business contacts. These regions comprise the Baltic region,north-west Europe, north Africa and the Middle East. Specific licensingactivities are presently underway throughout the core area with the exception ofthe Middle East. With 32 blocks under evaluation, Elko is the largest licenceholder and operator of oil and gas licences in Denmark. Elko is a private company and made a loss of CAD$172,000 in the 6 months to 30June 2006. Rudolf Kleiber is the founder and the CEO of Elko. Mr Kleiber is aGerman national with more than 27 years international oil industry experience,having worked with Shell in Holland and Egypt and with Phillips Petroleum asVice President Middle East - Africa. He is a geologist with an MBA from BostonUniversity. His experience includes coordinating work on licensing rounds inNorway, the successful negotiation of several licences in the Middle East forPhillips, exploration and business development activities throughout Europe(including Norway and Denmark), the Middle East and Africa, and the supervisionof 52 onshore fields in Nigeria. Mr Kleiber is also a director of Dragon. As at the date of this announcement, Cambrian has a 54 per cent. holding inXtract Energy Plc ("Xtract"), which in turn owns 28.21 per cent. of the currentissued share capital of the Company and Cambrian is therefore defined as arelated party under the AIM Rules. The purchase of the special warrants by COILrepresents, under the AIM Rules of London Stock Exchange plc (the "AIM Rules"),a related party transaction. The Directors of the Company, other than John Byrne(who is a director of Cambrian), consider, having consulted with its nominatedadviser, that the terms of the purchase are fair and reasonable insofar as theshareholders of COIL are concerned. Placing of New Ordinary Shares The Company also announces that it intends to conditionally place up to 151.8million new ordinary shares of 1 pence each (the "Placing Shares") at 3 penceper ordinary share through its broker W.H. Ireland Limited, raising £4.55million gross of expenses (the "Placing"). The Placing Shares are to be issuedtogether with one warrant for each Placing Share subscribed, each warrantentitling the holder to subscribe for one ordinary share in the Company at 3pence per ordinary share (the "Warrants"). Each Warrant granted shall beexercisable in whole or in part at any time up to 12 months from the date ofadmission of the Placing Shares to trading on AIM becoming effective inaccordance with the AIM Rules. The Warrants will not be admitted to trading onAIM. As at the date of this announcement the Company has 158,227,159 OrdinaryShares in issue. Assuming the Placing is fully subscribed there will be309,993,821 Ordinary Shares in the Company in issue following completion of thePlacing. As at the date of this announcement, Xtract holds 44,630,769 ordinary shares inthe Company, representing 28.21 per cent. of the current issued share capital,and is therefore defined as a related party under the AIM Rules. As part of thePlacing, Xtract is intending to subscribe for 65,000,000 new ordinary shares,giving it an aggregate holding of 35.37 per cent. of the Company assuming thePlacing is fully subscribed. This intended subscription by Xtract represents,under the AIM Rules, a related party transaction. The Directors of the Companyconsider, having consulted with its nominated adviser, that the terms of thesubscription are fair and reasonable insofar as its shareholders are concerned. As part of the Placing, Cambrian is intending to subscribe for 53,333,333 newordinary shares, resulting in a total interest in the Company of 17.20 per centassuming the Placing is fully subscribed. This intended subscription by Cambrianrepresents, under the AIM Rules, a related party transaction. The Directors ofthe Company, other than John Byrne (who is a director of Cambrian), consider,having consulted with its nominated adviser, that the terms of the subscriptionare fair and reasonable insofar as its shareholders are concerned. Enquiries: Cambrian Oil and Gas plc Neale Taylor, CEO +44 (0) 20 7409 0890 Paul McGroary, Director + 44 (0) 793056 8160 W.H Ireland Limited Paul Dudley/Peter Jackson +44 (0) 20 7220 1666 This information is provided by RNS The company news service from the London Stock Exchange