TIDMAOGL
RNS Number : 3339F
Attis Oil and Gas Ltd
16 November 2020
7.00am 16 November 2020
Attis Oil & Gas Limited ("the Company")
Posting of Notice of Extraordinary General Meeting ("EGM")
Proposed Cancellation of trading on AIM following Amalgamation
with Helium One
The Company is pleased to announce it has posted to its
shareholders a notice of EGM in relation to the amalgamation with
Helium One Treasury Limited (the "Amalgamation"), a wholly owned
subsidiary of Helium One Global Limited, which is seeking Admission
to AIM.
The Amalgamation
As announced by the Company on 5 November 2020, the Company
entered into a binding Amalgamation Agreement with Helium One
Treasury, a 100 per cent. owned subsidiary of Helium One Global
Limited, a company focused on exploration and development of the
globally significant Rukwa Helium Project in Tanzania.
The Amalgamation Agreement sets out the commercial terms of a
proposed merger by way of an amalgamation under BVI law
("Amalgamation").
Under the terms of the Agreement, on completion of the
Amalgamation all existing Attis Shares will be cancelled and Attis
Shareholders will be issued with 1 Helium One Ordinary Share at
2.84p per Share for every 236 Attis Ordinary Shares (held at close
of business on 1 December 2020), which values Attis at a fixed
amount of approximately GBP1.76 million, representing a value of
0.012p for each Attis Ordinary Share. Attis shareholders will hold
approximately 13 per cent. of the enlarged Helium One Group on
Admission.
The Amalgamation represents what the Directors believe to be a
transformational and potentially value enhancing transaction for
Shareholders, giving them the opportunity to participate as
investors in a globally unique, large-scale, high-grade, primary
helium project.
The Amalgamation Agreement will result in the cancellation of
admission of the Ordinary Shares to trading on AIM
("Cancellation"). Pursuant to Rule 41 of the AIM Rules, the Company
has notified the London Stock Exchange of the date of the proposed
Cancellation. The Cancellation is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by
proxy) at the EGM.
The Company is therefore seeking Shareholders' approval of the
Amalgamation and the Cancellation at the EGM which has been
convened for 25 November 2020 at 11.00 a.m. at the offices of Hill
Dickinson, The Broadgate Tower, 20 Primrose Street, London EC2A
2EW.
If the Resolutions are passed at the EGM, it is anticipated that
the Amalgamation will become effective on 3 December 2020. and the
Cancellation will become effective on 4 December 2020 at 7.00 a.m.
It is expected that Admission of the Helium One Global Shares to
trading on AIM will become effective on 4 December 2020.
Information on Helium One Global
Helium is a vital and irreplaceable element which is used
globally by many industries and is an essential component material
in modern technologies including key growth areas in medical,
technology and aerospace sectors.
Helium One has identified a globally unique, large-scale,
high-grade, primary helium project in Tanzania with the potential
to resolve a supply-constrained market. The company's assets are
located within the rift basins on the margin of the Tanzanian
Craton. Through Helium One's subsidiary companies Gogota (Tz)
Limited, Stahamili (Tz) Limited and Njozi (Tz) Limited, the company
has secured 18 Prospecting Licences covering more than 4,512 km(2)
in three distinct project areas: the Rukwa, Balangida and Eyasi
projects. These are located near surface seeps with helium
concentrations ranging up to 10.5 per cent. He by volume.
The Rukwa Project or Rukwa, Helium One's main project, is
located within the Rukwa Rift Basin covering 3,448km(2) in
south-west Tanzania. The project is considered to be an advanced
exploration project and the company has identified 21 prospects and
4 leads based on historical drilling, reprocessed seismic lines,
high resolution gravity survey, and surface seeps analysis.
SRK Consulting have reported a 'Best Estimate' Un-risked
Prospective Resource of 138 Bcf (2U/P50) (2U Risked Prospective
Resource is estimated at 14.0 Bcf) for the company's Rukwa project,
meaning that the project has potentially strategic global
implications with the ability to significantly resolve helium
supply/demand issues.
The company's additional two projects, Eyasi and Balangida,
which cover areas of 804km(2) and 260km(2) respectively, are
located in north central Tanzania. Both have exceptional helium gas
concentrations at surface, and ideal geology for source, reservoir,
trap and seal. These projects are not as advanced in their
exploration as Rukwa; however, Helium One has commenced work
programmes, including an airborne gravity survey, to define the
prospective sub-surface structures.
All the company's licences are held on a 100 per cent. equity
basis and are in close proximity to the required
infrastructure.
Helium One intends to conduct an infill 2D seismic survey and
drill three exploration wells at onshore mapped prospects within
the Rukwa Project in Q1/Q2 2021, with the on-the-ground
environmental permitting work already underway. Subsequent
appraisal or exploration drilling and seismic acquisition will
follow, contingent on the results of the initial wells.
Further information on Helium One is contained in the AIM
Admission document published by Helium One today and available at
http://www.helium-one.com and on the Attis website at
http://www.attisog.com
COVID-19 Special Arrangements
Due to the ongoing Coronavirus (COVID-19) pandemic, and in line
with the Government's current Stay at Home Measures, the Board have
adopted certain measures to ensure the health and safety of its
Shareholders.
In order to reduce the risk of infection, we ask all
Shareholders not to attend the EGM, which will end immediately
following the conclusion of formal business. Shareholders who
attend in person will not be granted entry to the meeting.
Arrangements will be made by the Company to ensure that the
requirements of a quorum for the EGM are met and so that the formal
business of the meeting may proceed. Although the Notes to the
Notice of the EGM refer to Shareholders being able to appoint a
proxy or proxies, the Company would remind Shareholders that, in
light of the measures, they will not be allowed entry to the EGM.
However, the Company does value Shareholder participation and
values the votes of Shareholders, so it would encourage all
Shareholders to exercise their voting rights BUT ONLY by appointing
the Chairman of the EGM to be their proxy. Any proxy received
appointing a person other than the Chairman of the EGM as the
Shareholder's proxy will deemed to have appointed the Chairman of
the EGM as that Shareholder's proxy.
Recommendation
As required under the Company's Articles of Association, the
Directors have considered the merits of the proposed Amalgamation
and consider it and the Cancellation to be in the best interests of
the Company and Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the EGM as they intend to do in
respect of their aggregate interests amounting to 557,401,239
Ordinary Shares, representing 0.47 per cent. of the Company's
issued share capital.
Timetable
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on
23 November 2020
Latest time and date for receipt of Forms of Instruction 11.00
a.m. on 20 November 2020
Extraordinary General Meeting 11.00 a.m. on 25 November 2020
Last day of dealings in AIM and for registration of transfers
and
disablement in CREST of Ordinary Shares on 1 December 2020
Record date 6 p.m. on 2 December 2020
Suspension of trading on AIM of, and dealings, settlements
and
transfers in, Ordinary Shares 7.30 a.m. on 3 December 2020
Effective Date of the Amalgamation 3 December 2020
Expected Cancellation of admission of the Ordinary Shares 7.00
a.m. on 4 December 2020
to trading on AIM
Admission and commencement of dealings on AIM of the
Helium One Ordinary Shares 8.00 a.m. on 4 December 2020
CREST accounts to be credited with Helium One Shares 4 December
2020
A copy of this announcement will be available on the Company's
web site. For further information visit www.attisog.com or contact
the following:
Paolo Amoruso Attis Oil & Gas Ltd +1 713 869 1544
Roland Cornish Beaumont Cornish Ltd +44 20 7628 3396
James Biddle Beaumont Cornish Ltd +44 20 7628 3396
Duncan Vasey Peterhouse Capital Limited +44 20 7220 9792
Lucy Williams Peterhouse Capital Limited +44 20 7220 9792
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