UK Oil & Gas PLC
("UKOG" or the "Company")
Notice of General Meeting
UK Oil & Gas PLC (London AIM: UKOG) is pleased to announce that it will hold a General Meeting ("GM") at 1100 hrs on Monday 7th June 2021 at Hays House, Millmead, Guildford, Surrey, GU2 4HJ, United Kingdom. Copies of the GM Notice ("Notice") and Proxy form have been posted to registered shareholders and the Notice is available on the Company's website, https://www.ukogplc.com/ .
In keeping with the government's current Covid-19 health and safety advice, the GM will be held with a Board quorate only. Consequently, we kindly request that shareholders do not attend the meeting in person. Please do not travel to the meeting, as you will be refused entry. Shareholders should note the arrangements in place for this GM detailed in the Notice and below.
Summary Reasons for the General Meeting:
The Company is an energy company primarily focused upon oil and gas exploration and production in the UK and Turkey onshore sectors. The Company aims to build a sustainable oil and gas production base that can act as a springboard to further worldwide petroleum opportunities and to help its diversification into the emerging geothermal and renewable energy fields.
The Company holds operated and non-operated interests in six licences in the UK, which include two producing oil fields, Horse Hill and Horndean and four undeveloped oil and gas discoveries, including the significant Loxley gas discovery, assessed to be the second largest in the UK onshore's history.
The Company's new portfolio in Turkey consists of a 50% non-operated working interest in the 305 km² M47-b1, b2 licence (the Resan Licence) in south east Turkey, containing the potentially significant undeveloped Basur-Resan oil discovery and a further identified exploration prospect, Prospect A.
As previously reported on 9th December 2020, the Company has also applied to the Turkish regulatory authorities for a 50% interest in four further highly prospective blocks ("Application Blocks") within 3 licences lying to the south and south east of the Resan Licence, covering approximately 600 km² in total. The Application Block immediately adjacent to the SE of the Resan Licence is assessed to contain a possible extension of the Basur-Resan oil accumulation.
As stated in the Company's announcement of 15th January 2021, the Basur-Resan appraisal project is assessed to contain significantly greater discovered oil volumes than any of the Company's UK projects. It is therefore the focus of the Company's 2021 activities.
The Resan Licence is the subject of ongoing operational activities, with the construction of the well site and drilling pad for the first modern appraisal well, Basur-3, near complete. The company has contributed its share of Basur-3 site construction costs, long lead well equipment and all 2D seismic reprocessing costs necessary to define the Basur-3 drilling location and well plan. As previously reported, the Company expects the Basur-3 well to commence drilling in summer this year.
As announced on 23rd July and 14th October 2020, under the terms of the Company's acquisition of its 50% interest in the Resan Licence the Company agreed to wholly fund the first $5 million of the Resan Licence's commitment work programme, currently 4 wells and 100 km of seismic. Thereafter the Company will pay its 50% working share of all costs.
The agreed 2021 joint venture work programme of Basur-3 and 120 line km of seismic is estimated at an aggregate gross cost of approximately US $5 million excluding coring, post well analyses, seismic processing and drill and seismic related contingencies. A further appraisal well, Resan-6, is expected to be drilled next year following processing and interpretation of the new seismic data.
Should the Application Block immediately to the SE of the Resan Licence be awarded to the Company and its joint venture partner, the Basur-Resan seismic programme is planned to be extended into the new block. This will ensure that any extension of the Basur-Resan accumulation can be properly assessed and included in a forward drilling programme. Any additional acquisition will increase gross seismic acquisition costs directly in proportion to the additional kilometres acquired.
In order to deliver the Company's stated strategy and growth objectives, it will require further funds in the near future for, amongst other things, its funding obligations under the agreed work programme for the Resan Licence and any of the new Application Blocks should they be awarded to the Company and its partner.
The Directors therefore seek specific shareholder approval for authority to issue shares and dis-apply pre-emption rights in respect of those shares in order that the Company can raise money for its working capital obligations.
The Company will make available to the Shareholders an opportunity to participate in any fundraising on terms which are the same as the terms that will be offered to any placing to new investors by way of an open offer on a pre-emptive basis.
Should an open offer be successful on a cost benefit basis the Company will make available to the Shareholders an opportunity to participate in all future fundraisings either: (i) by way of an open offer on a pre-emptive basis; or (ii) through a mechanism that allows shareholders participate in fundraising on a more general basis.
GM and Covid-19
To ensure that shareholders can still participate in an orderly and safe GM during the Covid-19 pandemic, this year's meeting will be held via an electronic platform. The platform will permit shareholders to hear the meeting's chairman and to submit questions on the two resolutions.
Questions can be submitted via the platform during a 48-hour period from 11:00 am 5th June 2021 and real-time during the GM. Questions submitted via any other method than the platform will not be answered.
Shareholders are, therefore, strongly encouraged to exercise their voting rights by submitting the proxy form attached with the GM notice. The deadline for submission of proxies to the Registrar is 1100 hrs BST Saturday 5th June 2021. You are strongly advised to appoint the chairman of the meeting as your proxy to ensure your vote is counted.
The Company will continue to monitor Government advice in relation to the Coronavirus pandemic, and in turn urges you to monitor the Company's website for updates on changes to arrangements for the GM which we may need to make.
The result of the GM will be announced shortly after its conclusion and published on the UKOG website.
For further information, please contact:
UK Oil & Gas Plc
Stephen Sanderson / Kiran Morzaria Tel: 01483 941493
WH Ireland Ltd (Nominated Adviser and Broker)
James Joyce / James Sinclair-Ford Tel: 020 7220 1666
Communications
Brian Alexander Tel: 01483 941493
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014