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This announcement is an advertisement and not a prospectus. It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever.
4 October 2017
Curzon Energy Plc
("Curzon Energy" or the "Company")
Admission to Main Market and First Day of Dealings
Curzon Energy Plc, an energy company pursuing a targeted acquisition strategy, is pleased to announce the admission of its entire issued and to be issued ordinary share capital (the "Ordinary Shares") to the Standard List segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange ("Admission") at 08:00am on 4 October 2017 under the TIDM CZN.
Highlights
· Admission of the Ordinary Shares to the Official List and to trading on the Main Market of the London Stock Exchange.
· Placing of 23,265,000 new Ordinary Shares at 10 pence per share to raise £2,326,500 (before expenses) and an initial market capitalisation of £7,259,470.
· Curzon Energy has acquired 100% of Coos Bay Energy LLC, owner and operator of c. 45,370 acres of coalbed methane ("CBM") leases, ("Coos Bay CBM project") targeting first gas by the end of 2017:
o 2C Contingent Resources of 273.5 bcf of CBM gas with over 400 potential well locations in total identified as per independent CPR.
o All necessary permits in place to commence operations.
o Proceeds used to connect 5 existing wells to sales line and to drill 2 new wells (Phase I) to deliver first gas and up to $1m of annual operating cashflow within 6 months of listing and NAV of over $30m by end of year 1.
o Average cost for a new well is $350k with robust well economics even in low gas price scenario as per CPR.
o Results of Phase I proof of concept will be used to optimise a future decision to progress to Phase II of the field development, which includes drilling of up to 58 wells that could deliver between $5m and $10m of annual operating cashflow. Phase III to follow with up to 400 potential well locations and NAV potential in excess of $200m.
o Major gas pipeline (Coos Country Pipeline) passes through property. Letter of Intent has been signed with Northwest Natural, operator of the pipeline, for the purchase of Coos Bay's CBM gas at premium to Henry Hub Index. Average gas price payed by Northwest Natural over the last 5 years was $5.04/mcf, approximately $2/mcf higher than Henry Hub Index.
o Curzon Energy has "first-mover" advantage in the State of Oregon as the first CBM development company.
· In parallel with its Coos Bay project, Curzon will also be pursuing a targeted acquisition strategy of oil and gas appraisal and development assets.
· Curzon Energy has an experienced Board and management team with deep industry knowledge and is well positioned to convert the asset potential to cash flow:
o John McGoldrick: becomes Chairman at Admission and has over 30 years' international industry experience including 15 years in a variety of senior management roles in the US, both onshore and offshore. Most recently he was CEO of Dart Energy until its sale to IGas at the end of 2014.
o Stephen Schoepfer: is Managing Director and has over 20 years of senior management and consulting experience working with start-up companies in the US, Canada and the UK.
o Thomas Wagenhofer: is Executive Technical Director and is a petroleum engineer with over 20 years' international experience.
o Thomas Mazzarisi: is Finance Director and has over 30 years of experience in legal and executive positions.
Stephen Schoepfer, Managing Director of Curzon Energy said:
"We are delighted to announce our admission to the London Stock Exchange and would like to thank all our investors for their support.
"We are focused on the successful development of our 100% owned and operated asset, Coos Bay, a low-risk, high-quality asset with 2C contingent resources of 273.5 BCF and are on track to deliver first gas and revenues in Q2 2018."
For further information please contact:
Curzon Energy PLC |
c/o Camarco |
Stephen Schoepfer / Thomas Wagenhofer |
+44 20 3757 4980 |
www.curzonenergy.com |
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SP Angel Corporate Finance LLP |
+44 20 3470 0470 |
Richard Hail |
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Camarco (Financial PR) |
+44 20 3757 4980 |
Georgia Edmonds / Kimberley Taylor / Monique Perks |
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Introduction
The Company has been formed to acquire oil and gas assets. The Group is active in exploration, appraisal and development of an identified US oil and gas project, which is not yet in production. The first project for which capital is being raised is an opportunity to appraise, develop and produce coalbed methane gas from Prospective Resources and Contingent Resources in the Coos Bay Basin in the state of Oregon, which has benefitted from approximately $20 million in previous project expenditures. This project is the first development and exploration project in the CBM sector in the State of Oregon.
The Group recently commissioned a technical report (the "Competent Person's Report") from Dr. John Seidle, Vice-President of MHA, produced in accordance with accepted engineering principles (PRMS, 2007 and 2011). The Competent Person's Report, comprises a resource and reserve evaluation and pre-feasibility study and is set out in Part V of the Prospectus. The report has evaluated the Prospective Resources and Contingent Resources in the Coos Bay Basin.
The Competent Person's Report notes that the Group has under lease approximately 45,370 acres of prospective coalbed methane lands in the Coos Bay Basin, under two major leases and three ancillary leases.
The Group intends to develop the Coos Bay CBM project in three phases: Phase I (proof of concept), Phase II (initial development) and Phase III (large scale development). Phase I, which is a $3 million programme, consists of re-entry of five existing wells, drilling of two new wells, installation of all remaining infrastructure required to establish gas production in the field and evaluation of the commercial viability of the seven Phase I wells and the larger field-wide development programme. Following a successful completion of Phase I, the Group intends to raise additional funding, estimated to be $21.5million, and proceed to Phase II, a 58 well development programme in a pre-defined core area of the Coos Bay CBM project. The CPR estimates Contingent Resources for an aggregate of 58 wells from Phase I and Phase II at 25.17 BCF and $34.6m NPV10 to the Company. Following a successful Phase II the Group will raise further additional funding and embark on a field-wide development programme of up to 400 new wells during Phase III.
Phases I and II will predominantly take place on property under an oil and gas lease with Rayonier Olympus Corporation, a private landowner (the "2004 Lease"). The 2004 Lease covers approximately 16,000 acres and can accommodate approximately 160 wells, assuming an average well spacing of 100 acres. The five wells to be re-entered during Phase I are located on the Rayonier property, already drilled and completed and have oversized drill pads to accommodate possible offset wells in the future. They are accessible by 8 kilometres of previously constructed road, have PC pumps and motors and are connected to new natural gas generators, water gas separators and 12,500-gallon water tanks at each site. The wells are already connected to an installed underground gathering system that connects the five wells to a connection point selected by the local pipeline operator. At the connection point a compressor will be installed and the final 15 meters of pipe will tie the five wells into the pipeline. An existing water disposal permit will be used for the produced water and prior to putting the wells in production they will be cleaned out of any residual sand, coal fines and scale to enhance production.
The Group's other major lease is with Coos County, which covers approximately 29,000 acres of land that is in municipal ownership (the "Coos County Lease") and can accommodate approximately 290 wells, also assuming an average well spacing of 100 acres. The new Coos County Lease was entered into on 18 April 2017 by Coos County Board of Commissioners ("Coos County") and Coos Bay.
The Group's Competitive Strengths
The Company believes that its key strengths are:
· focus on CBM development and production in the US, a country with low political risk and a projected increasing demand for natural gas over the long-term;
· 2C Contingent Resources of 273.5 of CBM gas over the company's current lease holdings of approximately 45,370 acres as per the CPR;
· five wells already drilled and scheduled to be re-entered and put into production along with the drilling and connection to the regional pipeline of two new wells in the Phase I appraisal and development programme. An additional 58 new wells are planned for Phase II, subject to the successful outcome of Phase I and the Company raising the necessary capital to complete Phase II;
· the CPR estimates Contingent Resources for an aggregate of 58 wells from Phase I and Phase II at 25.17 BCF and $34.6m NPV10 net to the Company;
· following a successful implementation of Phase I and Phase II, the Company estimates up to 400 additional locations could be drilled on the entirety of its current 45,370 acre lease position, provided further appraisal wells demonstrate commercial viability outside the area selected for Phase I and Phase II and the necessary capital is raised;
· coring and test production samples suggest the gas is pipeline quality and that the coals are saturated with gas;
· "first-mover" advantage in the State of Oregon as the first CBM exploration company;
· experienced management;
· Citygate gas prices in the Coos Bay, Oregon area higher than national averages;
· close proximity to the major regional pipeline; and
· the recent victory of President Donald Trump who has released a Presidential Executive Order on Promoting Energy Independence and Economic Growth on 28 March 2017 which aims to reduce regulations and bureaucracies in the oil and natural gas sector.
Use of Proceeds
The net proceeds of the Placing will primarily be used to provide working capital to the Group to enable it to complete the Phase I work programme, comprising:
· in months 1 to 3 post-Admission, the connection of the five existing wells to the nearby regional pipeline which will allow the Group to commence selling gas with effect from month 4 post-Admission;
· in months 4 and 5 post-Admission, the drilling and connection to the regional pipeline of 2 additional wells, with gas sales from these wells expected effective from months 7 and 8 post-Admission respectively;
· in months 1 to 5, the lodging of Letter of Credit guarantees and payment of regulatory compliance fees;
· the operation of the combined seven wells for the remainder of the 18-month period post-Admission to prove the economics of the 7 Phase I wells.
Chairman & Executive Directors
John McGoldrick (Chairman)
John McGoldrick has over thirty years of experience in a variety of senior management roles, notably at Enterprise Oil where he was responsible for its US operations up until Shell's takeover in 2002. Since then Mr. McGoldrick has served as executive chairman of Caza Oil & Gas Inc. (formerly Falcon Bay Energy LLC), a US onshore exploration and production company, which went public in Toronto and London in 2007, becoming non-executive chairman in 2010. From 2008 to 2013, Mr. McGoldrick was a non-executive director of Vanguard Natural Resources LLC, a NYSE-listed Oil & Gas company focused on the US. In January 2012 Mr. McGoldrick joined Dart Energy International as CEO, subsequently becoming CEO of Dart Energy in March 2013. He held this post until Dart Energy's takeover by IGas at the end of 2014. Mr. McGoldrick holds a Bachelor of Engineering in Chemical Engineering with Management economics from University of Bradford.
Stephen Schoepfer (Managing Director, Chief Executive Officer)
Mr. Schoepfer has over 20 years of senior management and consulting experience working with start-up companies in the US, Canada and the UK. Mr. Schoepfer has also negotiated cross-border transactions and raised early stage funding for development stage companies, including investments from various hedge funds and Wall Street investment banks.
After starting on Wall Street with Prudential Securities in 1993 and Legg Mason in 1995, where he managed clients' assets and trained brokers, he then moved to working with early stage companies. He joined JAG Media Holdings, Inc., in 1999. While at JAG Media Holdings, Mr. Schoepfer served as a director of the company, as well as Chief Operating Officer and Chief Financial Officer overseeing the company's operations in the U.S., UK and Latin America.
Mr. Schoepfer subsequently provided management consulting services to CardioGenics, including assisting the company with investor relations, regulatory filings and business development. CardioGenics is a Canadian development stage company engaged in the development and marketing of an ultrasensitive immunoassay point-of-care analyser and a battery of four cardiovascular diagnostic tests that seek to create a major shift in the way heart attack and heart failure are diagnosed and treated, resulting in improved patient outcomes and reduced costs associated with such healthcare.
Mr. Schoepfer served as Chief Executive Officer of Westport Energy LLC since 2010. Among his many functions with the company, Mr. Schoepfer reorganized the company, took it public on the OTC market in 2010 and negotiated a plan of commercialisation with NW Natural Gas, a leading gas utility and manager of the Northwest pipeline which traverses several states in the western U.S.
Mr. Schoepfer attended Wagner College in New York from 1976-1980 where he studied economics and finance.
Thomas Wagenhofer (Technical Director)
Mr. Wagenhofer is a petroleum engineer and oil and gas executive with over 20 years' international industry experience. He offers an excellent blend of technical, commercial and financial acumen from a diversified career in operations, reserves evaluations and energy finance. He is the president of Gate Energy, a UK based oil and gas consulting firm as well as a founder partner of Giant Capital, an oil and gas investment specialist. He was non-executive chairman of AIM listed Magnolia Petroleum plc, which has assets in the United States, until 31 March 2017. Prior to founding Giant Capital and Gate Energy, Mr. Wagenhofer served as Senior Managing Director of Macquarie Bank's oil and gas investment division in London. Prior to that he was Vice President at Ryder Scott Company in Houston, Texas, where his responsibilities included reserves evaluations and field development studies. He started his career in 1996 as a petroleum engineer with Atlantic Richfield Company in Dallas, Texas. Mr. Wagenhofer holds a MS degree in Petroleum Engineering from the University of Texas at Austin (1995) and a BS degree in Petroleum Engineering from the University of Alaska Fairbanks (1994). He is a registered Professional Engineer with the Texas Board of Professional Engineers (current status inactive) in the State of Texas, USA.
Thomas Mazzarisi (Director, Chief Financial Officer, EVP & General Counsel, Secretary)
Mr. Mazzarisi has over 30 years of experience in legal and executive positions with varied organizations. He began his career in 1983 as Deputy General Counsel for the New York Convention Center Development Corporation, the developer of the Jacob K. Javits Convention Center in New York City. While there he represented the corporation in various legal matters, including various real estate, construction law, corporate and finance matters in connection with the development and operation of the Jacob K. Javits Convention Center.
In 1988, Mr. Mazzarisi joined the international law firm of Coudert Brothers, where he represented U.S. and foreign clients in various real estate acquisition, development, leasing and financing matters, international construction projects, such as cogeneration plants, wastewater treatment plants, oil pipeline projects, pulp & paper mill plants and mixed-use high-rise and hotel projects, as well as dispute resolutions in connection with such projects.
Following his position at Coudert Brothers, Mr. Mazzarisi started his own firm in 1997 where he continued to represent clients involved in domestic and international construction projects.
In 1999, Mr. Mazzarisi joined JAG Media Holdings, Inc., a publicly traded company, which provided live online video-streamed financial news and mobile video surveillance software products and which broadcast its live programming from NYC into 20 million cable homes and streamed its live programming to countless financial websites. Mr. Mazzarisi served as director and Executive Vice President & General Counsel of JAG Media, and subsequently as its Chairman and Chief Executive Officer, where he oversaw the company's U.S. operations and legal matters, as well as the expansion of its operations in Europe and Latin America.
After leaving JAG Media in 2009, Mr. Mazzarisi provided management consulting services to CardioGenics, a Canadian development stage company engaged in the development and marketing of an ultrasensitive immunoassay point-of-care analyser and a battery of four cardiovascular diagnostic tests that seek to create a major shift in the way heart attacks and heart failure are diagnosed and treated, resulting in improved patient outcomes and reduced costs associated with such healthcare. As part of these services, Mr. Mazzarisi advised the company on various matters including strategic partnerships, product distribution, joint ventures, corporate restructurings and other operational matters.
In 2010, Mr. Mazzarisi became a manager of Westport Energy LLC, where he helped take the company public on the OTC market in the U.S., oversaw its recapitalisation and currently supervises all corporate, financial, legal and operational matters in connection with the company's development of its gas properties in Coos Bay, Oregon.
Mr. Mazzarisi is a graduate of Fordham University in New York, where he received a B.A. in Political Economy in 1979 and was elected to Phi Beta Kappa, and Hofstra University School of Law, where he received his J.D in 1982. Mr. Mazzarisi is admitted to the bar in the State of New York, USA.
Placing Statistics
Number of Existing Ordinary Shares |
49,329,700 |
Number of Placing Shares |
23,265,000 |
Number of Ordinary Shares in issue on Admission |
72,594,700 |
Percentage of Enlarged Ordinary Share Capital represented by the Placing Shares |
32.05% |
Placing Price |
10p |
Gross Proceeds of the Placing |
£2,326,500 |
Market Capitalisation of the Company at the Placing Price |
£7,259,470 |
Total Voting Rights
The total number of Ordinary Shares in the Company in issue immediately following Admission will be 72,594,700 each with equal voting rights. The total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure, Guidance and Transparency Rules of the Financial Conduct Authority.
Copies of the Admission Document will be available at the registered offices of the Company and SP Angel, subject to applicable securities laws or regulations. The Company's Admission Document can also be found at www.curzonenergy.com.
Notes to Editors:
Curzon Energy was founded in 2016, with the objective of acquiring oil and gas development and production assets initially in the USA. Its first acquisition is 100% of Coos Bay, c. 45,000 acres of known Coalbed Methane (CBM) Gas accumulations in Coos Bay, Oregon with 2C contingent resources of 273.5BCF, where it intends on implementing a cost effective staged development plan to maximise shareholder value, targeting first gas in Q2 2018.
Management intends on building on its attractive asset base in the future, utilising its first mover advantage with further selective value accretive acquisitions.
The Company is led by an experienced Board and senior management team who have extensive industry and financial experience.
Curzon Energy is listed on the LSE Main Market under the ticker CZN.
Ends
