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Schedule one - i3 Energy Plc | RNS | Ticker

Schedule one - i3 Energy Plc

RNS Announcement

RNS Number : 1024W

AIM

13 August 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

i3 Energy Plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

New Kings Court

Tollgate

Chandler's Ford

Eastleigh

Hampshire

SO53 3LG

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://i3.energy/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

i3 Energy plc (''i3'', or the ''Company'') is an independent oil and gas company with assets and operations in the UK. The Company's UK operations are managed by its wholly owned subsidiary, i3 Energy North Sea Limited ("i3 Energy"). Its strategy is to focus on the development of discoveries located close to existing infrastructure and delineation appraisal drilling of prior discoveries to the point of development readiness. The Company's intent is to maintain a limited level of exploration exposure.

On 6 July 2020, the Company announced that it had entered into a binding purchase and sale agreement ("PSA") to acquire all the petroleum and infrastructure assets of Gain Energy Ltd. ("Gain"), a private Canadian company with operations in the WCSB, for CAD$80 million (c.US$58.8 million) (the "Gain Acquisition").

Since the announcement of 6 July 2020, the Company has agreed to sell, immediately following completion of the Gain Acquisition, those petroleum and infrastructure assets currently held by Gain which are located in Saskatchewan, to Harvard Energy for CAD$45 million (c.US$33 million) (the "Harvard Sale"), conditional only on completion of the Gain Acquisition.

The Gain Acquisition and the Harvard Sale shall collectively be referred to as the "Gain Transaction" and the petroleum and infrastructure assets of Gain which are to be retained by i3 following completion of the Gain Transaction shall be referred to as the "Gain Assets".

The net consideration payable by i3 to acquire the Gain Assets (i.e. after deduction of the proceeds to be received from the Harvard Sale) is CAD$35 million (c.US$25.7 million) to be funded by a placing and subscription of new ordinary shares in the Company.

This transaction constitutes a reverse takeover ("RTO") pursuant to Rule 14 of the AIM Rules for Companies. The Company will re-admit to trading on AIM by way of the completion of an RTO of the assets of Gain Energy Ltd. Upon completion of the RTO the Company will still hold its current portfolio of North Sea assets as well as the Canadian Assets acquired from Gain Energy Ltd.

On 23rd June 2020, the Company announced that it had executed its option to acquire all of the issued and outstanding common shares of Toscana Energy Income Corporation ("Toscana"), a TSX-listed oil and gas company. There is no certainty that such transaction will progress nor has it formed part of this announcement. For clarity, the acquisition of the Gain Assets is not conditional on the completion of the acquisition of Toscana, which would require the completion of a further RTO under the AIM Rules for Companies. Until an acquisition of Toscana is undertaken, the Company will enter into a service agreement with Toscana to manage the Gain Assets, for Canadian regulatory purposes.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Securities to be admitted 688,866,655 ordinary shares of nominal value 0.01 pence each

There are no restrictions on the transfer of the securities to be admitted.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

New capital to be raised on Admission is expected to be c.£29m.

Market capitalisation upon Admission is expected to be c.£34.5m.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

58.52%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Linda Janice Beal, Non-Executive Chairperson (current)

Majid Shafiq, Chief Executive Officer (current)

Graham Andrew Heath, Chief Financial Officer (current)

Neill Ashley Carson, Non-Executive Director (current)

Richard Millington Ames, Non-Executive Director (current)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% before Admission	% upon Admission
Hargreaves Lansdown	13.98%	2.19%
Bybrook Capital	13.87%	29.97%
Interactive Investor	9.59%	1.50%
Halifax Share Dealing	6.36%	1.00%
Mr Graham A Heath	6.33%	0.99%
Mr Neill A Carson	6.23%	0.97%
Jarvis Investment Mgt	3.83%	0.60%
Bank Hapoalim BM	3.44%	0.54%
A J Bell Securities	3.44%	0.54%
Barclays Wealth	3.31%	0.52%
Premier Miton	-	14.52%
Slater Investments Ltd	-	12.02%
Lombard Odier	-	7.98%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2019

(iii) Unaudited results the six months to 30 June 2020 by 30 September 2020

(iii) Audited results for the year ended 31 December 2020 by 30 June 2021

(iii) Unaudited results for the six months to 30 June 2021 by 30 September 2021

EXPECTED ADMISSION DATE:

28 August 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

NAME AND ADDRESS OF BROKER:

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

and

Canaccord Genuity

88 Wood Street

London

EC2V 7QR

and

Mirabaud Securities

5th floor

10 Brassenden Pl

London

SW1E 5DH

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document, which will contain full details about the applicant and the admission of its securities, will be available at the following:

https://i3.energy/

and

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance (QCA) code

DATE OF NOTIFICATION:

13 August 2020

NEW/ UPDATE:

New

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END

PAAUOOVRRBUWAAR

RNS metadata

Title: Schedule one - i3 Energy Plc
Time: 16:45:01
Date: 13 Aug 2020
Category: Capital structure
ID: 1024W