AAOG confirms that is has received a revised proposal (the "Jub Proposal") from Jub Capital Ltd ("Jub") that envisages the following:
· Subscription ("Subscription") for 10 million new ordinary shares in the capital of the Company ("Ordinary Shares") at a price of 1p per Ordinary Share (the "Issue Price") giving proceeds of £100,000 to the Company (the "Subscription Proceeds").
· Warrants to be issued to subscribers totalling 120 million Ordinary Shares with a strike price of 1.5p and a life of two years from completion of the Subscription;
· Acquisition by Jub of the Ordinary Shares currently held by RiverFort and its associates at the Issue Price with certain of the proceeds of that acquisition (approximately £722,000) returned to the Company pursuant to the terms of the Investor Sharing Agreement with RiverFort;
· The resignation of Phil Beck, James Cane and Nick Butler from the board of the Company but implying the retention of Sarah Cope and Brian Moritz on the board;
· The appointment of Alex MacDonald and Matt Thompson as directors; and
· The withdrawal of the resolutions giving effect to the SPA agreed with Zenith Energy and the proposed RiverFort Financing as announced on 27 December 2019.
The board has now also received a term sheet for the provision of a US$5 million loan to AAOG. The term sheet envisages that the loan will attract an interest rate of LIBOR +3 per cent and an arrangement fee of 1.5 per cent. The loan would be secured over the Company's interest in the Tilapia field which could therefore see the lender take control of that asset in the event the Company defaults on repayment. At present and absent repayment of the monies owed by SNPC, the Company would not have the means to repay the loan amount. It is not clear what entity will be providing the loan or when it would be made available or due for repayment. The Company has not therefore been able to conduct any meaningful due diligence on the lender or its source of funds.
The Company is further informed that the Jub Proposal envisages further equity capital raises in the future to fund the capital expenditure for the work programme on the Tilapia Field. This will result in further dilution for shareholders. The current budget for the planned work programme is US$5.5 million.
The Board is seeking more information from Jub before making a fair assessment regarding the Jub Proposal.
At present however, certain of the conditions precedent in the Jub Proposal make it undeliverable. In particular, the Company cannot accede to the sale of the Ordinary Shares held by Riverfort nor can it defer or amend the terms of the General Meeting on 13 January 2020 without exposing itself to potential liabilities under the SPA signed with Zenith. This would not be in the best interests of the Company.
The board has undertaken to vote its Ordinary Shares, including those held by RiverFort and YA II, in favour of the resolutions to be proposed at the General Meeting.
In the meantime, the board continues to negotiate the terms of the RiverFort Financing referred to in the announcement of 27 December and which will be subject to the approval of shareholders at the General Meeting. The Company anticipates making a further announcement in this regard in due course.