Schedule One update - i3 Energy plc | RNS | Ticker

Schedule One update - i3 Energy plc

RNS Announcement

RNS Number : 7767D

AIM

30 October 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:

As announced by the Company on 23 June 2020, i3 has agreed to acquire all of the issued and outstanding common shares of Toscana Energy Income Corporation ("Toscana" or "TEIC"), a TSX-listed oil and gas company with identifier TSX:TEI.

As announced on 30 March 2020, i3 has purchased the rights and interests in Toscana's CAD$24.8 million senior debt facility and CAD$3.2 million junior debt facility for a total consideration of CAD$3.0 million and CAD$0.4 million, respectively, with the cash consideration being paid 50 per cent. up front and 50 per cent. at 31 December 2020. As at 23 June 2020, the aggregate consideration being paid by i3 for Toscana's debt and equity totals approximately CAD$3.85 million (c.US$2.83 million) and, in light of TEIC's 2019 production and reserves, represents approximately 0.7x Toscana's 2019 Field Netback (revenue minus royalties, opex and transportation) of CAD$5.5 million (c.US$4 million), CAD$3,618/boepd (c.US$2,661/boepd), or CAD$0.83/boe (c.US$0.61/boe).

The Toscana Acquisition is to be consummated via a plan of arrangement, the terms of which have been agreed between i3 and Toscana in an arrangement agreement dated 23 June 2020 (the "Arrangement Agreement"). Under the terms of the Arrangement Agreement, the consideration payable by i3 for all of the issued and outstanding common shares of TEIC will be wholly satisfied by the issue by i3 of 4,399,215 fully paid ordinary shares of £0.0001 each in the capital of the Company ("Ordinary Shares"), which represent 0.63 per cent. of the existing Ordinary Shares in issue and 0.63 per cent. of the enlarged share capital of the Company following the completion of the Toscana Acquisition.

Due to its size and nature, when it was announced on 23 June 2020, the Toscana Acquisition constitutes a reverse takeover of the Company pursuant to the AIM Rules for Companies. As a result, the Toscana Acquisition requires to be approved by i3 Shareholders by way of an ordinary resolution at a general meeting of the Company to be held at 11 Abercrombie Court, Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, AB32 6FE on 29 October 2020 at 10:00 am, formal notice of which is set out in Part X of the Admission Document (the "General Meeting").

Should the Toscana Acquisition complete:

· i3's Ordinary Shares will be listed on the TSX (in addition to AIM), subject to the approval of the TSX; and

· subject to regulatory due diligence, a current member of the TEIC board, John Festival, will join the board of i3 as a non-executive director. John is a chemical engineer with over 35 years of experience in the Western Canadian Sedimentary Basin's oil and gas sector and has an excellent track record of founding, growing and monetising oil and gas ventures in Canada. He is currently the CEO of Broadview Energy and was the President and CEO of Black Pearl Resources Inc. prior to its acquisition by International Petroleum in December 2018 in a stock and debt transaction valued at CAD$715 million. He was previously the founder and President of BlackRock Ventures Inc., which was established in 2001 and sold to Shell Canada for CAD$2.4 billion in 2006.

Completion of the Toscana Acquisition is also conditional upon, inter alia: (i) at least 66 2/3 per cent. of the votes cast by TEIC's shareholders being voted in favour of the arrangement at a general meeting; (ii) the approval of the Court of Queen's Bench of Alberta, Canada; (iii) the receipt of certain regulatory approvals; and (iv) the satisfaction of certain other closing conditions customary in acquisitions of this nature. If such conditions are not satisfied, or, where applicable, not waived, the Toscana Acquisition will not proceed.

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 700,054,815 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 nil.

Market capitalisation upon Admission is expected to be c.£30m.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

59.27%

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)

John Larry Festival, Non-Executive Director (proposed)

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
Bybrook Capital	29.68%	29.49%
Premier Miton	15.09%	15.00%
Slater Investments Ltd	11.90%	11.83%
Lombard Odier	7.91%	7.86%

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) Unaudited to 30 June 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

(iii) Audited results for the year ended 31 December 2021 by 30 June 2022

EXPECTED ADMISSION DATE:

2^nd November 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:

30^th October 2020

NEW/ UPDATE:

Update

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RNS metadata

Title: Schedule One update - i3 Energy plc
Time: 11:00:00
Date: 30 Oct 2020
Category: Capital structure
ID: 7767D