Operations update, £3 million Bridge Facility

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 6/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

28 March 2023

Angus Energy Plc 

("Angus Energy", "Angus" or the "Company")

Operations Update and £3 million Bridge Facility

Issue of Equity and TVR

·    Completion of Well

·    Coiled Tubing now on-site for operations this week, followed by short testing window before flowing the gas from the SF07V sidetrack in the coming days

·    Re-iteration of the Company's intention to only raise equity in relation to acquisitions accretive to the Company and the share price

·    Company has drawn down GBP 3m of debt and currently has no further cash requirements for Saltfleetby operations

·    Knowe Properties Loan Note of 2020 completes its conversion

Angus Energy (AIM: ANGS) is pleased to announce that, in line with the announcement of 8 March 2023, with the well completed, coiled tubing operations are taking place this week at Saltfleetby and will be immediately followed by a short period of well testing before flowing the well directly into the process facility for export. Accordingly, we now expect first export during the week of 7 April.

In line with that earlier announcement, and the Company's commitment to deliver returns to shareholders through the appreciation of the share price and distributions, the Company will resort to equity finance only to support accretive acquisitions or projects, Angus is pleased to confirm that it has now entered into a GBP 3 million junior debt facility (the "Bridge Facility") to manage costs arising from the extended drilling operations as well as initial studies around the development of natural gas and hydrogen storage at Saltfleetby.

The Bridge Facility provided by the Company's 9.91% shareholder Kemexon Limited, a major commodity trading house, has an initial term of three months, extendable with the payment of a 3% roll fee for a further three months.  The Bridge Facility is priced at SONIA + 15% and commits the Company to issue 150 million warrants, struck at the previous placement level of 1.65p/share.

Revenues from the existing operations and the sidetrack are expected to repay both the senior and junior facilities. The Company has the option to repay the junior loan in shares at a 25% discount to the 30 day VWAP, subject to a floor at 1p and this same option is also available to the lender but only in the event of default.

Furthermore, through a separate agreement, Aleph Commodities Limited ("ACL") is acting as arranger of the Bridge Facility (together the "Transaction").  ACL are entitled to an upfront 5% arrangement fee and a further 3% break fee should the Bridge Facility not be rolled beyond its initial three month term.  The arrangement fee will be satisfied in shares at the 30 day VWAP of 1.36379 pence prior to the date of issue of the facility; accordingly Angus will issue and allot 10,998,719 shares in respect of the initial arrangement fee (the "Fee Shares") following its AGM scheduled for 31 March 2023. The 3% break fee would be settled in shares at the 30 day VWAP ahead of the repayment date. 

Noting that ACL and its associates are Substantial Shareholders in the Company, and noting Kemexon Limited's own shareholding, the Transaction is a Related Party Transaction under AIM Rule 13. Accordingly, the Board, none of whose members are involved in the Transaction, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Transaction to be fair and reasonable insofar as shareholders are concerned. In taking this view the Board has carefully considered these fees and considers them to be fair and reasonable and comparable with past offerings by other service providers.

Finally, Knowe Properties Limited ("Knowe") have given notice for the conversion of the £1.4 million Convertible Loan Noted dated 17 April 2020 plus accrued interest of £52,931 into Ordinary Shares at 1p each. Accordingly, the Company is issuing 145,293,100 Ordinary Shares ("New Ordinary Shares") to Knowe which will result in Knowe holding 241,777,556 Ordinary Shares in the Company representing 6.73% of the issued share capital.  Knowe have been a strategic shareholder since IPO in 2016 and have stated that they look forward to remaining such as the Company develops.

Admission to trading on AIM

Application will be made to the London Stock Exchange for Admission of the New Ordinary Shares and Fee Shares (together the "New Shares"). It is expected that admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 4 April 2023 and on or around 6 April 2023 in respect of the Fee Shares.

Following the issue of the New Shares, the Company will have 3,590,393,701 Ordinary Shares in issue, each share carrying the right to one vote (the "Enlarged Issued Share Capital. The Company does not hold any Ordinary Shares in treasury.

Following Admission of the New Shares, the above figure of 3,590,393,701 Ordinary Shares may be used by shareholders in the Company 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 share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

George Lucan, Executive Chairman designate, comments:  "This Bridge Facility demonstrates the strong support for Angus that exists as well as our commitment to our shareholders to deliver growth and shareholder returns through share price appreciation and distributions. With the new SF07v well expected to come online shortly, the Company's financial position is strengthening and we will be able to access lower costs of funds.

Angus is positioning itself as a global player in the aggregation, production, and storage of gas and transition fuels. We are grateful for the continued support of our shareholders, like Kemexon, which demonstrates a clear institutionalisation of our shareholder base and long-term support for the company."

END.

Enquiries:

Qualified Person's Statement: Andrew Hollis, the Technical Director of the Company, who has over 40 years of relevant experience in the oil and gas industry, has approved the information contained in this announcement. Mr Hollis is a Fellow of the Geological Society and member of the Society of Petroleum Engineers.

Notes

About Angus Energy plc

Angus Energy plc is a UK AIM quoted independent onshore Energy Transition company with a complementary portfolio of clean gas development assets, onshore geothermal projects, and legacy oil producing fields. Angus is focused on becoming a leading onshore UK diversified clean energy and energy infrastructure company.  Angus Energy has a 100% interest in the Saltfleetby Gas Field (PEDL005), majority owns and operates conventional oil production fields at Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the Balcombe Licence (PEDL244). Angus Energy operates all fields in which it has an interest.

Important Notices

This announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.