U.S. Oil & Gas Plc.
(“U.S. Oil” or the “Company”)
EGM by Requisition and Solicitor’s Letter
Extraordinary General Meeting (EGM)
On March 23rd 2012, the Board of Directors of U.S. Oil & Gas plc received from Crowley Millar, Solicitors, a Requisition to Convene an Extraordinary General Meeting of the Company pursuant to Section 132 of the Companies Act 1963. Signatories to the requisition, comprising more than 10% of the paid up share capital of the Company were as follows: Dennis O’Sullivan, Humphrey O’Sullivan, Margaret Guiry, Lisa Walsh, David Walsh, Frances Walsh. A separate formal Notice of EGM will be published in addition to this announcement.
The purposes of the EGM, as stated in the Requisition, are as follows:
1. To consider and, if thought fit, to pass the following Special Resolution:
– That the members of the Company issue a direction to the Board of Directors to invite tenders forthwith from parties for appointment as the Company’s Corporate Advisors, as required by the Rule 30 of the Rules of the PLUS Market;
2. To consider and, if thought fit, to pass the following Special Resolution:
– That the members of the Company issue a direction to the Board of Directors to engage the services of the party tendering for appointment as Corporate Advisor that offers the best commercial terms and satisfies the requirements of the PLUS Market in relation to commercial advisors and that the said corporate advisors be appointed within 21 days of the date of the Extraordinary General Meeting;
3. To consider and, if thought fit, to pass the following Special Resolution:
– That the members of the Company issue a direction to the Board of Directors that the Company, within 21 days of the date of the EGM, commission an Independent Investigative Report from a reputable firm of investigating accountants, such as KPMG or PWC, into the circumstances that led to the suspension of trading in shares in the Company on the PLUS Market on 23rd August 2011 with a view to ascertaining all of the relevant facts as well as advising on what steps, if any, need to be taken by the Company to end the suspension forthwith;
4. To consider and, if thought fit, to pass the following Special Resolution:
– That the members of the Company issue a direction to the Board of Directors that the Company act upon the recommendations of the independent investigative report into the circumstances that led to the suspension of trading in shares in the Company on the PLUS Market on 23rd August 2011, within 21 days of receipt of the report, insofar as is practicable for a company of its size;
5. To consider and, if thought fit, to pass the following Special Resolution:
– That the members of the Company issue a direction to the Board of Directors that the Company comply forthwith with any requirements stipulated by the PLUS Market to end the suspension of trading in the Company’s shares on the PLUS Market;
6. To consider and, if thought fit, to pass the following as Special Resolution:
– That the Company Instruct Crowley Millar Solicitors to obtain the Opinion of Legal Counsel on the question of whether or not the Company has a cause of action against any party/parties for wrongdoing or breach of duty, which may arise from the findings of the independent investigating report and if it has, that the Company shall initiate proceedings as are advised by Counsel;
7. To consider and, if thought fit, to pass the following as Ordinary Resolution:
– That each of the current Directors of the Company be removed from office forthwith and that the members shall immediately vote to appoint new Directors to fill the vacancies thereby arising.
Board Statement
In the light of the changed circumstances of the Company regarding the PLUS Markets and the resulting lack of relevance of the majority of the proposed motions; the imminence of the Company’s well-drilling operations in Nevada, which will require the full attention of the CEO and Exploration Director; and the significant cost of an EGM, the Company has invited the proposers to withdraw their request in writing. They have, however, declined to do so, leaving the Company with no option but to call the EGM as requisitioned.
Solicitor’s Letter
On April 5th, 2012 the Company and Directors of U.S. Oil & Gas received a letter from Crowley Millar, Solicitors, on behalf of a Mr. Rory Leonard, representing unnamed shareholders, expressing the concern that, because trading in the Company’s shares is not possible, certain shareholders have been denied the opportunity to ‘derisk’ in advance of drilling operations. The opinion was also expressed that all but one of the current Board of Directors was invalidly appointed and that the Board has no authority to authorise expenditure by the Company. The letter goes on to threaten High Court Proceedings against the Company and its directors.
The Board of U.S. Oil & Gas categorically rejects these assertions and considers them vexatious. Such threatened actions, and the requisitioned EGM, are not helpful to the Company’s efficient operation or its current efforts to arrange an alternative trading platform for shareholders. The Company intends to continue its exploration activities and will not be deflected from pursuing its long-stated objective of drilling for oil in Hot Creek Valley.
THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT
For further information contact:
U.S. Oil & Gas plc
Brian McDonnell, Chief Executive Officer +353 (0) 872383419
Lionsgate Communications – Financial Public Relations
Jonathan Charles +44 (0)77791892509
[email protected]
Notes to Editors
U.S. Oil & Gas plc is an (Ticker: USOP) oil and gas exploration company with a strategy to identify and acquire oil and gas assets in the early phase of the upstream life-cycle and mature them. The Company’s main asset is in Nye County, Nevada where it holds the entire share capital of US-based company Major Oil International LLC (“Major Oil”). Major Oil has acquired rights to exploration and development acreage in Hot Creek Valley, Nye County, adjacent to the oil and gas rich Railroad Valley area of Nevada, both of which are part of the Sevier Thrust 0f central Nevada and western Utah, USA.
US Oil has completed extensive surveys of its Hot Creek lease area, generating 18 datasets using the following survey methods: Gravity and Magnetic Resonance, Geochemical, 2-D Seismic, Landsat remote sensing, Geophysical studies, Conodont Alteration Index (CAI), Pyrolysis (TOC), Vitronite Reflectance-Visual Kerogen (TAI), 2-D Passive Seismic (IPDS) and 3-D Passive Seismic.
For further information please refer to our website at: www.usoil.us
U.S. Oil & Gas PLC
###