The directors of U.S. Oil and Gas plc (the “Directors”) are pleased to announce that USOIL’s application to PLUS Markets plc for its ordinary shares of €0.0001 each (the “Ordinary Shares”) to be admitted to trading has been approved and that 26,579,262 Ordinary Shares have today been admitted to trading on PLUS-quoted.
USOIL is an oil exploration company, which holds the entire share capital of US based oil and gas company Major Oil International LLC (“Major Oil”). Major Oil has acquired, and intends to acquire, rights to exploration and development acreage in two high potential resource areas in Hot Creek Valley, Nye County, which is adjacent to the oil and gas rich Railroad Valley area of Nevada, both of which are part of the Sevier Thrust (also known as the Mississippian Antler foreland basin) of central Nevada and western Utah.
The Company has raised £315,805 before expenses through a placing (the “Placing”), giving the Company a market capitalisation of £1,328,963 at the placing price of 5p (“the Placing Price”). The funds raised are intended to be used as working capital for the Group’s early stage development and, in particular, to complete gravity/seismic studies, geophysical studies and regional well log analysis with a view to firming up potential resources and, in due course, farming out the drilling on the Group’s leases. SVS Securities plc is the Company’s PLUS Corporate Adviser and broker.
Brian McDonnell, Managing Director of USOIL said: “The PLUS admission is the culmination of 3 years of work on the Nevada area by the Directors and will provide us with a platform to share our progress as we enter the next phase of exploration in the Hot Creek Valley. This initial injection of capital will allow us to further our understanding of this area, which we believe has the potential to be rich in hydrocarbons. We look forward to updating the market in due course.”
DESCRIPTION OF THE BUSINESS ACTIVITIES AND STRATEGIES OF USOIL
The Directors have no current plans for Major Oil to become an operator in its own right but intend to acquire leases in attractive locations at an early stage in the development cycle. The intention of the Directors is to build on the Group’s current exploration base and bring new opportunities to the preproduction stage as well as identifying strategic partners to jointly develop or sell target assets. Major Oil will seek to fully explore and develop its prospective acreage and will work with established major operators to convert exploration lease acreage to long-term production acreage as successfully drilled sections are unitised. The Directors believe that, using the latest technology available, USOIL will be able to develop its resource opportunities in a highly cost- and time-efficient manner.
Through Major Oil, USOIL has acquired leases in Hot Creek Valley, Nevada, part of the Sevier Thrust. The Directors consider that the Sevier Thrust, which covers central Nevada and western Utah, has the potential to become one of the United State’s most prolific oil regions. Hot Creek Valley has easy road access, being adjacent to U.S. Highway 6. Nevada has a developed infrastructure for the processing of oil and gas, and there are suitable facilities for oil and gas processing near Hot Creek Valley. The leases give USOIL the exclusive right to drill for, mine, extract, remove and dispose of all oil and gas (except Helium) in its claim area. These rights are subject to applicable laws, and the terms, conditions and any other special conditions attached to the lease. Additionally, the Directors have established relationships with the key entities in the target region.
In the opinion of the Directors, Nevada has all the ingredients to form giant oil and gas fields, having world- class source and reservoir rocks and structures. The 50 million barrels produced to date from Nevada’s commercial oil seeps, and the Covenant Field with an estimated 896 million barrels in central Utah, provide strong evidence that oil has been generated and preserved in commercial accumulation in this fold-and-thrust belt province.
Railroad Valley, 20 miles from the USOIL lease area, is a large basin in east-central Nevada, adjacent to Hot Creek Valley. For more than 20 years Railroad Valley, Nevada, has been the site of some of the most prolific onshore oil wells in the USA, with two neighbouring wells in Railroad Valley producing in excess of 21 million barrels of oil, but ongoing exploration is severely restricted by the lack and complexity of subsurface and surface data and uncertain structural relationships.
Two wells drilled by Petroleum Corporation of Nevada since 1992 have dramatically increased the oil production and recoverable reserves in the Blackburn Field, which lies 90 miles north of Hot Creek Valley. Unit No. 18 was completed in 1992 and averaged 1,367 BOPD (“barrels of oil per day”) for the first year of production. Cumulative production to July 1997 for this well was 1,050,832 barrels of oil. Unit No.19 was completed in 1994 and averaged 1,146 BOPD for the first year of production. Cumulative production to July 1997 was 760,369 barrels. The Blackburn discovery well was drilled in 1982 based on gravity, magnetic and seismic surveys. The well was completed for 346 barrels of oil and 767 BWPD (“barrels of water per day”) from Mississippian and Oligocene reservoirs.
Geospectra Infrasonic Passive Differential Spectroscopy is an optimised technology for direct detection of hydrocarbon reservoirs in structural and non-structural traps and an efficient tool for wellfounded enhanced oil recovery and reservoir monitoring. The technology also provides detailed aerial hydrocarbon distribution, reservoir delineation and monitoring, and reliable estimation of hydrocarbon potential reserves or resting unproduced oils.
Placing Price5pNumber of Placing Shares issued pursuant to the Placing6,316,101Number of Ordinary Shares in issue immediately following Admission26,579,262Gross proceeds from the Placing receivable by the Company£315,805Estimated net proceeds from the Placing receivable by the Company£239,000Market capitalisation at the Placing Price£1,328,963ISINIE00B4Q65W67
REASONS FOR ADMISSION AND USE OF PROCEEDS
The Directors consider that Admission will be an important step in the Company’s corporate development and will enhance its status in the natural resources industry. It will also provide the Company with the facility to raise funds from the equity market in the future should it be required. The Company has raised £315,805 before expenses through the Placing. The proceeds are intended to be used as follows:
Utilisation of Proceeds
£Costs incurred to date95,000Regional Well Study/Geophysical Report30,000Completion of passive seismic survey in target area36,000Professional fees60,000Working capital94,805Total315,805
THE USOIL DIRECTORS
James Guiry – Non-Executive Chairman – age 73 Jimmy Guiry has used his experience gained over the years to bring USOIL’s project from inception to its present stage through his involvement in its strategic planning and management.
Brian McDonnell – Managing Director – age 48 Brian McDonnell graduated from Dublin City University with a business studies degree and worked in manufacturing industry for a number of years before setting up and successfully running his own business training company. He is now involved in a number of PLUS-quoted companies both as a director and adviser and has recent experience in the oil and gas industry.
Liam McGrattan – Non-Executive Director – 54 Liam McGrattan has a background in sales and finance and successfully launched Custom Finance Ltd., a specialist leasing company. During the past ten years he has specialised in the small cap equities market and has been involved in a number of highly successful private and publicly quoted companies both on the PLUS- quoted market and the AIM market of the London Stock Exchange. Liam McGrattan is currently a director of Great Western Mining Corporation plc and Chairman of Captive Audience Display Solutions plc, both of which are quoted on the PLUS-quoted market. He is also Managing Director of Wilhan Limited, an international private investment company.
Nial Ring FCCA – Finance Director – age 50 Nial Ring is a fellow of the Chartered Association of Certified Accountants and started his career with Allied Irish Bank plc, having graduated from Dublin City University with an accounting/Finance Degree. He is a licentiate of the Institute of Bankers and has a Diploma in Financial Services Law from University College, Dublin. Nial Ring has a background in the financial services industry in Dublin, London and New York and has held senior banking positions with Allied Irish Bank plc and Bankgesellschaft, Berlin. He has also served as a General Manager of Barrick Capital Corporation, a wholly owned subsidiary of Barrick Gold based in Dublin’s International Financial Services Centre. He holds a number of directorships and has served as a government appointee on the Board of IDA Ireland, the Irish Government’s International Industrial Development Authority. Mr Ring is presently involved in a number of businesses as an executive and investor and is an elected Dublin City Councillor. He is also a member of the Irish Commercial Mediation Association and was appointed as a peace commissioner by the Irish Minister for Justice, Equality and Law Reform.
USOIL’s Directors currently hold or have previously held the following directorships during the last five years:
James GuiryCurrent Directorships Tog Explorations Limited Spurt Concepts LimitedPast Directorships NoneBrian McDonnellCurrent Directorships Captive Audience Display Solutions Plc Carrefour Training and Development Limited Makubwa Mining Limited CADS Ireland Limited CADS (UK) Limited Bellevue Court 2 Management Co. Ltd. Major Oil International LLC Spurt Concepts LimitedPast Directorships NoneLiam McGrattanCurrent Directorships Captive Audience Display Solutions Plc Great Western Mining Corporation Plc CADS (UK) Limited Wilhan Limited CADS Ireland LimitedPast Directorships NoneNial RingCurrent Directorships Great Western Mining Corporation Plc CADS Ireland Limited Sean O’Casey Community Centre East Wall Limited NEDCSI Limited The Employment Network Limited North Wall Community Training Centre Limited Ballybough Youth Project Limited Spurt Concepts LimitedPast Directorships Captive Audience Display Solutions Plc Fairlee Properties Limited Greencastle Limited IDA Ireland Castle Elms Management Ltd Castlefort Construction Ltd Extreme Properties Ltd Norplat PLC
The exploration for and development of natural resources is a highly speculative activity which involves a high degree of financial risk. Before deciding whether to invest in the Ordinary Shares, prospective investors should carefully consider the risks described below which will apply to the Company together with all other information contained in this announcement. If any of the following risks actually occur, the Company’s business, financial condition and/or results of operations could be materially and adversely affected. In such case, an investor may lose all or part of his or her investment. Additional risks and uncertainties not currently known to the directors may also have an adverse effect on the Company’s business, and the information set out below is not and does not purport to be an exhaustive summary of the risks affecting the Company.
General project risks
The project described in this document is at an early stage of development and carries an element of uncertainty and, therefore, risk as regards both operating parameters and costs. Such operating parameters and costs can be difficult to predict and may be affected by factors outside the Company’s control. Any revenues which may be generated from the projects described in this document and any other project in which the Company invests are likely to be subject to volatile market prices and to be affected by numerous factors which are beyond the Company’s control. These factors include global and regional economic and political events and international economic trends, as well as a range of other market forces.
The business of exploration for natural resources involves a high degree of risk. Few properties that are explored are ultimately developed into producing properties. The operations of the Company may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions, and other acts of God. These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. No assurance can be given that the Company will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.
The Company does not have an established trading record. The Company has not earned income or profits to date and there is no assurance that it will do so in future. The Company’s activities will initially be directed to the search for and the development of oil deposits. Significant capital investment may be required to achieve commercial production from successful exploration efforts.
Future Payment of Dividends
There can be no assurance as to the level of future dividends. The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Directors and shareholders of the Company and will depend, inter alia, on the Company’s earnings, financial position cash requirements and availability of profits as well as the provisions of relevant laws and/or generally accepted accounting principles from time to time. The Company has no plans to pay a dividend in the immediate future.
The Group’s Objectives may not be fulfilled
The ability of the Board to implement the Group’s strategy could be adversely affected by changes in the economy and/or industry in which it operates. Although the Group has a clearly defined strategy and the Board is optimistic about its prospects there can be no guarantee that its objectives or any of them will be achieved on a timely basis or at all.
Dependence on Directors
The Company is dependent on its current Directors. Whilst it has entered into contractual arrangements with the aim of securing the services of those Directors, the retention of their services cannot be guaranteed. Accordingly the loss of any Directors of the company may have an adverse effect on the future of the Company’s business.
Probable Requirement for Additional Capital
It is likely that the Company will need to raise further funds in the future, either to provide additional working capital to complete the proposed work development programme or for the acquisition of additional lease areas. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or that new investors will be prepared to subscribe for Ordinary Shares at the same price as the Placing Price, or higher. Shareholders may be materially diluted by any further issue of Ordinary Shares by the company.
Liquidity and marketability of shares
The prices of publicly quoted securities can be volatile. The price of securities is dependent upon a number of factors, some of which are general or market or sector specific and others of which are specific to the Company. In addition, the market for shares in smaller public companies is less liquid than for larger companies. Therefore, an investment in the Ordinary Shares may be difficult to realise and the price of the Ordinary Shares may be subject to greater fluctuations than might otherwise be the case.
As far as the Directors are aware, the following persons were directly or indirectly interested in three per cent. or more of USOIL’s issued ordinary share capital on Admission. The interests of the Directors include their family and connected persons, as defined in the PLUS Rules for Issuers.
NameNumber of Ordinary SharesPercentage of total issued ordinary Share capital*James T Guiry****3,161,93711.9%*Brian J McDonnell***4,655,00017.5%Liam T McGrattan**3,645,57613.7%Nial P Ring*4,490,00016.9%Denis O’ Sullivan1,500,0005.6%Humphry O’ Sullivan1,500,0005.6%SVS Securities Plc1,763,1616.6%
*Included in Brian McDonnell, Nial Ring and James T. Guiry’s holdings are shares owned by Spurt Concepts Limited, a company of which Brian McDonnell, Nial Ring and James T. Guiry are shareholders and directors. **Included in Liam McGrattan’s holding is the holding of Wilhan Ltd., a company wholly owned by Liam McGrattan. ***Included in Brian McDonnell’s holding is the holding of Carrefour Training and Development Ltd., a company of which Brian McDonnell is a shareholder and director. ****James T. Guiry’s holding includes Ordinary Shares held by his wife via both joint and several holdings.
Save for the addition of the funds raised through the Placing, there has not been a significant change in either the financial condition or business performance of the Company since 31 August 2009, which is the end of the last period for which the audited accounts set out in Part IV of the Company’s Admission Document have been prepared. The Company does not have any outstanding instruments issued which are convertible into, or confer a right to subscribe for, Ordinary Shares. U.S. Oil and Gas plc is an Irish registered company No. 471932.
THE DIRECTORS OF THE ISSUER ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT.
Broker SVS Securities Plc Ian Callaway / Alexander Mattey 020 7638 5600
U.S. Oil and Gas plc Brian McDonnell T/P: +353 (0) 87-2383419
Notes to Editors: U.S. Oil and Gas Plc is an independent oil and gas exploration group, which is quoted on PLUS-quoted in London. The Group holds exploration acreage in Nevada, USA.
For further information please refer to our website at: www.usoil.us and press room at: www.usoil.us/press-room
U.S. OIL AND GAS PLC