TIDMWTE
RNS Number : 2027R
Westmount Energy Limited
27 February 2019
The information contained within this announcement (the
"Announcement") is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this Announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
27th February 2019
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Investment in JHI Associates Inc.
The Board of Westmount is pleased to announce that it has
purchased 1,103,770 common shares in JHI Associates Inc. ("JHI"),
completing on 26(th) February 2019, by way of a payment of
approximately CAD$1.0 million in cash and the issue of 7,174,505
new ordinary shares of no par value in Westmount ("New Ordinary
Shares"). An application has been made for the admission of these
New Ordinary Shares to trading on AIM and when admitted these New
Ordinary Shares will constitute approximately 13.2% of the enlarged
issued share capital of Westmount. The cash payment has been funded
from the Company's existing cash resources.
JHI is a private, Ontario-registered, company established in
2014 and focused on oil exploration opportunities in the emerging
Guyana-Suriname Basin. The company's main asset is a 17.5% carried
interest in the Canje Block covering over 6,000 square kilometres,
offshore Guyana. This block is located adjacent to and in the same
geologic basin as the Stabroek Block which has delivered twelve
substantial oil discoveries since 2015, with reported discovered
recoverable resources in excess of 5 billion oil-equivalent barrels
to date.
ExxonMobil, which is the operator of both blocks, acquired in
excess of 6,100 km(2) of 3D seismic on the Canje Block in 2016 and
this dataset is currently undergoing processing and interpretation
with a view to evaluation of a future drilling program. As a result
of a 2018 farm-out to Total, JHI is carried for the drilling of up
to four wells and is funded for the drilling of additional wells.
Subject to Guyanese government approvals and drillship
availability, it is anticipated that the first well in the Canje
Block will be drilled in late 2019 or early 2020, with the
possibility to drill two or three additional wells by the end of
2020.
Following the above purchase, Westmount holds a total of
2,213,770 shares in JHI, representing approximately 3.0% of the
issued common shares in JHI as of 21(st) December 2018. At cost,
Westmount's holding in JHI equates to approximately 81.8% of the
value of Westmount's gross assets as of 30(th) June 2018. Westmount
reported a profit for the year ended 30th June 2018 of GBP0.6
million, whereas JHI incurred a loss before tax of USD $5.2 million
for the year ended 31(st) December 2017.
This investment is consistent with Westmount's strategy of
seeking exposure to opportunities in the prolific Guyana-Suriname
Basin, which the Board considers to be a major emerging hydrocarbon
province. Further disclosure with respect to JHI is available
through SEDAR and their website at www.jhiassociates.com.
Related Party Transaction
Mr Gerard Walsh, Chairman of the Company, holds approximately
11.5% of the Company's existing issued ordinary share capital, and
is therefore deemed to be a related party pursuant to Rule 13 of
the AIM Rules for Companies. Of the total of 1,103,770 common
shares in JHI to be acquired by Westmount, 500,000 common shares in
JHI currently held by Mr Walsh will be acquired by the Company for
cash consideration of CAD$437,500 and the issue of 3,250,000 new
ordinary shares of no par value in Westmount, constituting a
related party transaction.
The independent directors of the Company (namely Thomas
O'Gorman, Dermot Corcoran and David King) consider, having
consulted with Cenkos Securities plc, the Company's nominated
adviser, that the terms of the JHI share purchases from Mr Walsh
are fair and reasonable insofar as the Company's shareholders are
concerned.
Following completion of the transaction, Mr Walsh will hold
8,675,000 ordinary shares in Westmount, representing approximately
16.0% of the enlarged share capital of the Company, and will retain
a personal shareholding in JHI. The other JHI shareholders
receiving New Ordinary Shares as part of the Consideration are
expected to hold a total of 3,924,505 ordinary shares in Westmount,
representing approximately 7.2% of the Company's enlarged share
capital. Insofar as the Company is aware, Mr Joseph O'Farrell will
hold approximately 6.0% of the Company's enlarged share capital
following completion of the transaction.
Total Voting Rights
An application has been made for admission of the New Ordinary
Shares to trading on AIM, which is expected to occur on or around
4th March 2019. Following admission, the Company's issued share
capital will comprise 54,322,301 ordinary shares, which may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0) 1534 823133
Jane Vlahopoulou
Cenkos Securities plc (Nomad and Broker Tel: +44 (0) 20 7397 8900
Nicholas Wells/Harry Hargreaves (Corporate Finance)
Template for notification and public disclosure of transactions
by persons discharging managerial responsibilities and persons
closely associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Gerard Walsh
-------------------------------------- --------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------
a) Position/status Chairman
-------------------------------------- --------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------------------- --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Westmount Energy Limited
-------------------------------------- --------------------------------------
b) LEI 213800GJISWVBB5S3L84
-------------------------------------- --------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------------
a) Description of the Ordinary shares of no par value
financial instrument,
type of instrument
Identification code ISIN: GB00B0S5KR31
-------------------------------------- --------------------------------------
b) Nature of the transaction Issue of consideration shares
-------------------------------------- --------------------------------------
c) Price(s) and volume(s)
----------------- ----------------
Price(s) Volume(s)
----------------- ----------------
CAD$0.135 3,250,000
------------------------------------------------------------- ----------------
d) Aggregated information
- Aggregated volume 3,250,000
- Price CAD$437,500
-------------------------------------- -------------------------------------------
e) Date of the transaction 26th February 2019
-------------------------------------- --------------------------------------
f) Place of the transaction Outside of trading venue
-------------------------------------- --------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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